YHN Board 31 July 2018

YHN Limited Tuesday 31 July 2018 at 5.00 pm YHN House, Benton Park Road, Newcastle upon Tyne NE7 7LX Contact Officer: Jill Davison

– Tel: 0191 278 8624 Email: jill.davison@yhn.org.uk

AGENDA Page No Introduction Items 1.

Welcome and Apologies for Absence

2.

Declarations of Interests

3.

Chair's Items

To exclude the press and public during discussion of remaining agenda items because of the likely disclosure of confidential information. The definitions of what is considered confidential are contained within Section 16 of the Company's Standing Orders Main Business Items 4.

Annual Report and Financial Statements

1 - 142

5.

Fire Safety Update

6.

Repairs and Maintenance Review - Financial Aspects

143 - 156

7.

Housing Investment Programme

157 - 170

8.

Re-election of Directors and Vice Chair

171 - 174

9.

Managing Director's Report

175 - 180

10.

Slavery and Human Trafficking Statement

181 - 188

Supplemental

Minutes/Forward Plan/Delegated Decisions 11.

Minutes of 24 May 2018

189 - 192

Your Homes Newcastle Limited. Registered in England and Wales Registration Number 5076256 Registered Office: Newcastle Civic Centre, Barras Bridge, Newcastle upon Tyne NE1 8PR. A company controlled by Newcastle City Council

12.

Confidential Minutes of 24 May 2018

193 - 198

13.

Matters Arising and Action Log

199 - 202

14.

Board Forward Plan

203 - 204

15.

Assurances from subsidiaries:

205 - 214

Asfaleia Ltd. 1 May 16.

Assurances from committees

215 - 230

Finance and Performance 15 May Customer Service 19 June Group Audit and Risk 10 July Remuneration & Nominations Committee 12 July 17.

Officer Delegated Decisions

18.

Date and Time of Next Meeting

231 - 236

18 September 2018 5pm

2

To be first for housing

Your Homes Newcastle Board 31 July 2018

TITLE

Annual Report and Financial Statements 2017-18

AUTHOR

Jon Ritchie – Finance and Commercial Director

COMPANY

YHN, Abri and Asfaleia

ACTION REQUIRED

For Approval

SUMMARY

To approve the Annual Accounts for the Group and Abri Trading Ltd.

STRATEGIC OBJECTIVES

N/A – statutory requirement

STRATEGIC RISK REGISTER

NUMBER & TITLE LIKELIHOOD

N/A – statutory requirement

IMPACT

N/A

N/A

FINANCIAL / VALUE FOR MONEY IMPLICATIONS

This report summarises the group and Asfaleia financial position for the period to 31 March 2018.

CUSTOMER IMPACT / VIEWS

There are no specific customer impacts arising from this report.

EQUALITY & DIVERSITY CONSIDERATIONS

There are no specific equality and diversity considerations arising from this report.

Your Homes Newcastle Annual Report and Financial Statements 2017-18 1.

Purpose of report

1.1 This report introduces the Annual Accounts for the financial year ended 31 March 2018 for the Group, as well as for the Common Purpose Board to consider the Abri Accounts.

The final set of Accounts will be brought to the Board meeting once the final audit checks are completed, in line with the expected audit timetable; in the meantime, the draft versions taken to Group Audit and Risk Committee are included as Appendices 1-3 but Board should note that a number of amendments have already been made following the Committee meeting.

1.2 The Annual Accounts go through a structured approval process, with the table below setting this out and showing the current status of the approval process: 1

YHN finance staff produce the draft Annual Accounts



2

The Reports and Statements are tested by the Independent External Auditors (EY) for errors and weaknesses in internal processes.



3

EY produce a report of their findings.



4

Group Audit and Risk Committee scrutinises the Annual Accounts and provides a recommendation to Boards (10 July).



5

The Asfaleia Board, with reference to Group Audit and Risk Committee’s recommendation, approve their Annual Accounts (26 July).



6

The Common Purpose Board approves the Group Annual Accounts as well as the Abri company Accounts (31 July).

7

The Reports and Statements are presented to (or “laid before”) the shareholder in September.

8

The Reports and Statements are filed with Companies House, Financial Conduct Authority, and Her Majesty’s Revenue and Customs (HMRC) (as appropriate).

1.3 Group Audit and Risk Committee’s role with regards to the Annual Accounts is to: •

Monitor the integrity of the financial statements of the Group and any formal announcements relating to the company’s financial performance, reviewing significant financial reporting judgements contained in them; and

•

Review the narrative included in the Strategic Report and Directors Reports, to be recommended to the YHN and Asfaleia Boards for approval.

At its meeting on 10 July, the Committee was satisfied that the information contained in the Accounts stood up to scrutiny and can be relied upon. As part of these considerations the Committee: • • • •

2.

Ensured there is a robust internal audit process to test the controls of the company; Ensured an external audit team is appointed to review the statements in detail, and receive their report; In doing so, ensured that the external audit team is independent; and Reviewed in detail the Annual Accounts and supporting information, and questioned the Finance and Commercial Director and external auditors on any items that require explanation.

Background information

2.1 All companies are required to produce Annual Accounts. These will usually contain the following items: Directors’ Report

Statements of Board’s responsibilities with regard to employees, equalities, controls, and disclosure of information to audit. The statement also includes the Board’s ‘going concern’ judgement.

Strategic Report

A review of the business for the past year and the year to come including performance against targets and the main risks considered by the company.

Independent Auditors’ Report

A statement from EY setting out the terms of reference of their audit, and their main finding.

Comprehensive Income Statement

The profit and losses of the company, throughout the year. The outturn performance in this report is different to the figure reported to Finance and Performance Committee and Board, but this is due to the statutory accounts included additional accounting requirements, notably pension

costs. There is a full reconciliation between the statutory and management accounts.

Statement of Financial Position

The balance sheet. This statement shows all the assets and liabilities on the 31st March.

Cash Flow Statement

This statement shows how the company has earned and spent cash during the year.

Notes to the financial statements

Notes to the three items above explaining the numbers in more detail, and setting out the policies and judgements used when presenting financial figures.

2.2 As well as considering the three sets of Accounts, the following documents were included for the Group Audit and Risk Committee to consider: Going concern assessment There is a requirement for a letter to the auditors evidencing to them YHN’s status as a going concern, which will be approved at the AGM. This is an assessment of going concern and liquidity risk by the Board. EY requires evidence that cash flows for 12 months following the date of signing the accounts demonstrate a going concern as this is a fundamental basis for the preparation of the accounts. If it was not possible to demonstrate the going concern status, the assets and liabilities would have to be valued on a ‘winding up’ or emergency sell-off basis. This is included as Appendix 4.

Pension support Letter A key piece of evidence in the going concern assessment, NCC provides a letter of support confirming that increases to pension contribution rates in future will be covered by increases to the YHN management fee, and that in the unlikely event that YHN becomes insolvent, NCC will step in and subsume the pension deficit. The letter gives the same assurances as previous years.

This is included as Appendix 5.

Audit results report EY produce a summary to management setting out their overview of the audit process, and any material errors, misstatements or control failures they have uncovered. They confirmed that they expect to issue an unqualified audit opinion. This is included as Appendix 6. The draft audit opinions are included as Appendix 7 (a-c).

Letter of representation Each set of Annual Accounts is accompanied by the relevant Board’s letter of representation to the external auditors. This letter gives an undertaking to the auditors that all relevant information has been disclosed to them by Board. EY has included a template letter in their report to us. This is included as Appendix 6, part A.

3.

Issues and concerns

3.1 Pension deficit update: As the Board will be aware from previous discussions on the Accounts and budget setting for YHN, the group has a substantial pension deficit, which is in line with the majority of organisations in the public sector. The table below summarises the key changes in the year:

2016-17

2017-18

(£’m)

(£’m)

14.36

23.19

Past and current service shortfall

1.97

3.49

Actuarial estimate changes

6.86

-1.14

23.19

25.54

Opening deficit

Closing deficit

The pension fund actuaries have independently reviewed the pension fund deficit. Whilst there has not been as much volatility as 2016/17, when the deficit increased by £8.8m, the deficit has continued to grow and now stands at £25.5m. As with previous years, the deficit will be recovered through YHN’s on-going employer’s contribution, with the actuaries assumed it is recovered over 20 years rather than crystallising immediately.

3.2 Furniture stock system As part of the implementation of the new stock system for NFS (“My Furniture”), a full data quality audit was undertaken to ensure that the information being entered into the new system was as accurate and complete as possible.

During the review, a number of items could not be validated. Rather than perpetuating the error in the new system, these items have effectively been written out of the YHN books by accelerating the depreciation charge.

Conversely, there were a number of items that were identified in the charging system that were not recorded as individual assets in the old stock system.

These are now included in the new system.

The net additional depreciation charge arising from this process was £208k.

3.3 Restructuring costs: As the Board will be aware from previous reports including the year-end finance report elsewhere on this agenda, the 2017/18 financial performance included a restructuring charge of £2.7m arising from the transformation programme during the year. This includes both redundancy costs and the strain on fund charges (for those employees over 55 who are in the Pension Fund).

Some of these amounts have already been paid (for staff who had physically left YHN by the year-end) but also included a significant provision (circa £1.8m) for staff who are known to be leaving, but who had not left employment at the year-end. EY tested these balances and confirmed that the known and estimated costs included in the accounts were materially correct.

3.4 Group Audit and Risk Committee decision: After considering all of the information presented, as well as taking the opportunity to speak to EY without YHN Officers present, the Group Audit and Risk Committee concluded that it was happy to recommend Board to approve the Accounts and the letter of representation.

4.

Asfaleia letter of support

4.1 At the March Board meeting it was agreed that a letter of support, reconfirming the terms of the Service Agreement with Asfaleia, would be issued. This is included as Appendix 8.

5.

Board Options

5.1 Board has three options available: 1. Board can accept that the Annual Accounts give a true and fair view of the state of the Group; 2. If Board has an issue of principle with the Annual Accounts, they can amend them. This would require additional audit testing by EY; or 3. Boards can choose not agree the Annual Accounts nor to sign the required letters of representation. This would effectively imply that Board does not agree with the validity of the Annual Accounts.

6.

Conclusion and recommendations

6.1 Board is recommended to approve the following items: • • • • • • 7.

The Directors’ Report; The Strategic Report; The financial statements and notes; The letters of representation; The going concern assessment; and The letter of support to Asfaleia.

Implementation

7.1 Once approved and signed by Board representatives, the Accounts will be 1. Counter signed by EY; 2. Laid before the shareholder; and 3. Filed with Companies House, the Financial Conduct Authority and HMRC.

Background Papers Group Audit and Risk Committee papers 10 July 2018 Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact Jon Ritchie - telephone on 0191 277 4317 or email jon.ritchie@yhn.org.uk

Appendix 1

Your Homes Newcastle Limited

Annual Report and Financial Statements Year 2017-18

Registered Company No: 5076256

Your Homes Newcastle Limited

Contents

Page

Corporate Information: Board Members, Company Secretary and Advisors

x

Strategic Report

x

Directors’ Report

x

Independent Auditors’ Report

x

Financial Statements

x

Notes to the Financial Statements

x

1

Your Homes Newcastle Limited

Corporate Information Registered Office Address

Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR

Company registration

The Company is incorporated as a private company limited by guarantee under the Companies Act (company number 5076256).

YHN Board Members and Company Secretary Position

Name

Appointed

Chair

Jo Totton

19 September 2017

Independent Board Members

Elaine Snaith

21 September 2010

Lisa Doherty

19 April 2011

Paul Scope

5 May 2015

Malcolm Page

22 September 2015

Richard Clark

19 September 2017

Helen Simpson

19 September 2017

Kevin Lowry

19 September 2017

Veronica Dunn

23 May 2012

Doreen Huddart

23 May 2012

Marion Talbot

8 July 2014

Joyce McCarty

8 July 2014

Chair of Group Audit and Risk Committee

Richard Clark

19 September 2017

Vice Chair of Group Audit and Risk Committee

Veronica Dunn

19 September 2017

Company Secretary

Jill Davison

8 August 2017

Council nominated Board members

2

Your Homes Newcastle Limited Retired Directors in the year Position

Name

Retired

Chair

Olivia Grant

19 September 2017

Independent Board Members

Ammar Mirza

19 September 2017

Phil Dibbs

19 September 2017

Lynn Stephenson

19 September 2017

George Clark

19 September 2017

Jon Ritchie

8 August 2017

Chair of Audit Committee Company Secretary

YHN Advisors Internal Auditors

Newcastle City Council Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8BR

External Auditors

Ernst and Young LLP Citygate, St James’ Boulevard, Newcastle upon Tyne, NE1 4JD

Solicitor

Mr John Softly, Assistant Director – Legal Services Chief Executive’s Office, Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8BR

3

Your Homes Newcastle Limited

Strategic Report The members of the Board of Your Homes Newcastle Limited (trading as ‘YHN’) present their strategic report for the year ended 31 March 2017.

Principal business The principal activity of YHN is the provision of housing management and improvement services to Newcastle City Council’s housing revenue account (‘HRA’) and other external organisations.

In additional YHN is also responsible for the delivery of housing related support services that improve the sustainability of tenancies and neighbourhoods and promote independent living across the City of Newcastle.

As at 31 March 2018, YHN managed: • 25,698 council homes on behalf of Newcastle City Council; and • 704 homes on behalf of Leazes Homes.

The YHN group includes a trading subsidiary – Abri Trading Limited – and a community benefit society – Asfaleia Limited. The latter has been recognised by HMRC as having charitable status.

The principal activity of Abri Trading Limited is the rental and sale of home furnishings to social landlords and others. The purpose and objectives are guided by those of the Parent company, Your Homes Newcastle Limited.

The objects (purpose) of Asfaleia are to benefit the public by: i) the provision of relief of those in need by reason of poverty, homelessness, youth, age, family circumstance, unemployment, ill-health or any mental or physical disability; ii) the promotion of education and training.

Asfaleia is responsible for the provision of the activities of Advice and Support, Young People’s Service, Ostara (Care Alarm Service), Sheltered Housing and Employability. These services are provided in the context of contracts with Your Homes Newcastle Limited and the Ostara service is also made available to the wider public.

Organisational structure YHN is a local authority controlled company (“arm’s length management organisation – ALMO”) under the control of Newcastle City Council, established with no share capital and limited by guarantee. Newcastle City Council (NCC) has delegated to

4

Your Homes Newcastle Limited YHN responsibility for overseeing the management and maintenance of its residential stock and of HRA services provided to the City’s housing tenants.

YHN undertook an externally facilitated review of its governance structure and arrangements in 2016 with the assistance of Campbell Tickell. That review made a series of recommendations with regards to the governance of YHN including its board composition, structure of committees and the relationship with the subsidiary companies.

The recommendations have been implemented throughout 2017 to ensure that YHN is fit for purpose and enhance the operations.

The YHN Group is structured as follows:

Your Homes Newcastle Ltd Abri Trading Ltd Group Audit & Risk Committee

Group Finance & Performance Committee

Asfaleia Ltd Group Remuneration & Nominations Committee

Customer Service Committee

Review of the Business During 2017-2018 the business has been operating under the current four-year Business Strategy, which defined our statement of purpose as “Delivering great services, enabling people to thrive in great communities, supporting a great city”.

This purpose is underpinned by three service objectives and six cross-cutting objectives. The three service objectives are: • • •

Keep the housing stock decent, and neighbourhoods clean and safe Collect the rent and let properties efficiently Promote health and wellbeing and support vulnerable people to enjoy independence.

5

Your Homes Newcastle Limited The cross-cutting objectives are to: • Use modern technology and innovation to challenge and redefine service delivery; • Achieve efficiency at every level and direct resources to where they are needed most; • Have high performing people who understand how to contribute to our purpose; • Trade profitably to support core services; • Work proactively with NCC and our other landlords; and • Maximise partnerships to improve services.

In December 2017, following the appointment of a new Chair, the Board undertook a review of the current Business Strategy 2016-2020 and agreed a refresh in line with changing demands on the business. A sub-group of Board members is currently working on revised strategic objectives for the business which will be launched in the summer of 2018.

YHN performance against the key performance indicators (KPIs) agreed with NCC, as part of the management agreement, was mixed. Several were exceeded, but four were below target. In all cases, YHN identified the likely shortfall early and worked with NCC to take corrective action during the year. Details of the KPIs are set out in the following section. The overall group financial position saw the budgetary targets being exceeded, with an in-year surplus on operations before the planned transformation costs were applied.

Abri Trading Limited experienced a challenging year, largely linked to the impact of Welfare Reform and concerns from some of its customers about the potential impact of Local Housing Allowances (LHA). Following the Government’s announcement in the autumn that LHAs would not be introduced for social housing, it saw an improvement in customer confidence but the upturn in orders was not sufficient to correct the previous downturn in activity. Whilst Abri remains profitable, the level of surpluses for the year were below budget. Current trading activities were considered when setting the 2018-19 budget in March 2018.

In headline terms, it was pleasing to see that Asfaleia Limited met or exceeded the vast majority of its performance targets set. Whilst the company recorded an in-year deficit, the financial performance was significantly better than the budget for the year.

How we do business YHN has a Management Agreement with NCC, which lasts for 10 years and commenced on 1 April 2016. During the year YHN has continued to work closely with Elected Members and senior offices from NCC, being a true strategic partner for the Council, especially around housing matters.

6

Your Homes Newcastle Limited

Key Performance Indicators The following table highlights our performance against our management agreement commitments with NCC. Target theme Spend against the approved capital programme budget Repairs completed on time Customers satisfied with repairs and maintenance service Spend against the approved repairs and maintenance budget Rent collected from current and former tenants Tenancy turnover under 8.5% Void rent loss (excluding Walker multis) not to exceed 0.9% Overall void rent loss not to exceed 1.61% Budget surplus target generated

2017-18 target

2017-18 actual

£50.36m

£47.88m

99.6%

99.91%

95%

92.53%

£21.13m

£22.35m

98.72%

99.23%

8.5%

8.2%

0.9%

1.12%

1.61%

1.64%

£1.24m

£1.30m

Principal Risks and Uncertainties YHN has a well-established assurance framework which, along with audit, performance management, accreditation and service reviews, includes risk management. A strategic risk register is maintained which outlines the most significant risks to the achievement of our business objectives. The strategic risk register highlights the perceived threat level of a risk, the controls in place to mitigate the risks and the actions required to improve the controls. The assurance framework and the strategic risk register are applied across the YHN group.

The current approach to the management of strategic risks was approved by the YHN Board in May 2017. The framework consists of: • •

Annual review of the register approved by the Board; and Quarterly monitoring of the strategic risk register by the Group Audit and Risk Committee with Board updates provided following each meeting.

In order to assess risk, the likelihood of a risk is assessed against its potential impact. The assessment generates a score which in turn is assigned a traffic light (red, amber or green) based on controls that YHN has in place. The current risk

7

Your Homes Newcastle Limited register was approved by Board in March 2018. Group Audit and Risk Committee are currently reviewing the Group’s approach to risk management to further enhance local arrangements.

YHN and its subsidiaries have a robust risk management strategy in place which flows from the strategic risks identified in the risk register. Set out below are the key mitigation measures which address the fundamental risk to financial stability and continuity.

Financial Risk Management Policy YHN currently holds no complex financial instruments. The majority of cash balances are held at Newcastle City Council. Other financial assets and liabilities, such as trade creditors and related party balances, arise directly from the organisation's operating activities. The main risks associated with YHN's financial assets and liabilities are set out below.

Interest Rate Risk YHN received interest rates from Newcastle City Council relating to cash held on its behalf. Financial assets, liabilities, interest income and cash flows can be affected by movements in interest rates. The Board Members do not consider there to be any significant exposure.

Credit Risk During the financial year YHN received almost its entire turnover from Newcastle City Council and payment terms are 30 days from the date of invoice. Individual exposures and overdue debts are monitored, with customers subject to credit limits to ensure that YHN's exposure to bad debts is not significant.

Liquidity Risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The group aims to mitigate liquidity risk by managing cash generation by its operations, applying cash collection targets throughout the group. The group also manages liquidity risk via revolving credit facilities and loan funding from NCC. Foreign Currency Risk YHN does not engage in any foreign currency transactions. All of its activities take place within the United Kingdom and consequently, YHN is not exposed to any foreign currency risk.

Future Developments

8

Your Homes Newcastle Limited This year will see many of the service changes identified during our 'Gap Year' staff and customer engagement programme come into effect. We anticipate that putting some of these changes into practice will take perseverance and commitment; a “flatter� organisational structure represents a big change to the way we work and requires us all to be more flexible in the pursuit of an improved customer experience.

The changes we are introducing were, of course, largely suggested by our customers and staff. The principles and practices introduced in our new Customer Insight and Engagement Strategy will guide us in our work to understand how change is experienced by our customers. The strategy sets out how we can use customer information and data to shape and redesign service delivery and invest in local communities. Building better quality, real-time customer understanding will help us respond to emerging and future customer needs at a time when we really have to get the most out of the resources we have.

We will continue to act commercially as the income it generates protects front line services: it's become an important part of who we are. We will continue to promote our Furniture Service, complementing it with new or enhanced services where they can improve our offer and make good commercial sense.

Partnership with the City Council is at the heart of some of our bigger projects to transform our services. Joint working with the City to review the approach to telephone, digital and face-to-face customer services will identify and eliminate duplication and result in simpler routes for customers.

Our Board is working on a new Business Strategy and Strategic Objectives, building on the new Vision and Purpose agreed in January 2018. This work will conclude in the summer and will give staff clearer and achievable goals to work towards.

We remain committed to social housing and the services that support our customers.

The ways and means are changing, but the goal remains the same as it ever was.

Grenfell Tower tragedy Following the tragedy at Grenfell Tower on 14 June 2017, YHN acted immediately to reassure Council tenants that the housing stock was safe and that any remedial action would be taken as a priority. A dedicated team was created, led by the Assistant Director – Operational Property Services. YHN has ensured that the response has been consistent and quality assured.

The sector is awaiting the outcome of the independent reviews that are underway, in particular the Hackitt review into building regulations and fire safety. YHN is monitoring the situation to ensure it is well placed to respond to this and any subsequent requirements coming from the Ministry of Housing, Communities and Local Government or other government agency. YHN staff will continue to work closely with NCC to ensure that the Council is able to meet its landlord responsibilities in this area.

Closer working with NCC on construction, repairs and maintenance

9

Your Homes Newcastle Limited

YHN and NCC are developing plans to allow its respective teams to work seamlessly when delivering the repairs and maintenance service to our tenants, as well as new ways of working on the delivery of the construction/capital programme. In March 2018, YHN took on responsibility for the “Single Point of Leadership� for the in-scope staff from Building and Commercial Enterprise (BCE); whilst these staff will remain employees of NCC, YHN will be responsible for the management of staff and the work they undertake. Subject to a successful transitional phase, it is expected that these arrangements will be formalised later in 2018/19.

The strategic report was approved by the Board on 31 July 2018 and signed on its behalf on 31 July 2018 by:

Jo Totton Chair

Jill Davison Company Secretary

10

Your Homes Newcastle Limited

Directors’ Report The members of the Board of Your Homes Newcastle Limited (trading as ‘YHN’) present their directors’ report for the year ended 31 March 2018.

The Group has chosen, in accordance with Section 414C(ii) of the Companies Act 2006 to set out in the Strategic report the following, which the directors believe to be of strategic importance: • • • •

Review of the business Principal risks and uncertainties Risk management strategy and mitigation plans Future developments.

Interests of Board Members YHN is a private company limited by guarantee which is wholly controlled by the local authority, Newcastle City Council. Four Board members are Newcastle City Councillors. The remaining eight Board members are independently appointed, and all financial transactions are carried out under normal commercial terms.

In establishing and monitoring the strategy, the Board considers the impact of its decisions on wider stakeholders including Newcastle City Council, tenants, employees, suppliers and the environment.

Our Employees Employee Communication and Involvement We use many different channels to ensure our internal communications engage staff with corporate messages, as well as provide opportunities for them to provide feedback and share their own ideas and news. These include our intranet, which features regular internal news articles, staff forums, collaborative working areas and the option to personalise alerts and feeds. We have recently implemented a staff survey system which allows monthly feedback to be obtained, rather than solely waiting for the formal staff survey to be undertaken every two years.

We send regular e-newsletters to staff containing a broad range of articles to keep colleagues up to date with organisational news, raise awareness of selected issues, boost morale and inform staff about the wider social and political landscape in which we operate.

These digital channels are supported by more traditional methods such as posters, flyers and events to ensure we reach all staff and provide information in an integrated way. We also design campaigns around specific issues taking care to match communications channels to corporate objectives.

11

Your Homes Newcastle Limited In addition, we have a formal annual appraisal mechanism that includes regular 1-21s for all staff to receive feedback on their performance, identify training needs and gain an understanding of how their targets feed into the achievement of the organisation’s goals. There are also formal and informal communication and consultation mechanisms with trade unions.

Equality, Diversity and Human Rights “Equality and Diversity is everybody’s business” We ensure our commitment to equality and diversity goes far wider than our legislative obligations. Our ultimate aim is to ensure that our commitment to equality and diversity is rooted in the core values of everything we do. Our collective efforts to create an exclusive environment for our lesbian, gay, bi and trans colleagues have been recognised by Stonewall in this year’s Workplace Equality Index. We received special recognition for our work with trans inclusion and were highlighted in the top ten in this area, overall we are ranked 47th in the index.

We implement policies, practices and procedures that actively promote equality, diversity and human rights and support the elimination of barriers that prevent fairness for all of our employees and customers. As an organisation with extensive contact with the public, we expect to take account of human rights in our day to day work, whether delivering services or developing policies and procedures.

Many of the everyday decisions taken in the workplace have no human rights implications. However, by understanding human rights we are more likely to know when they are relevant and when they are not. It should also help us to make decisions more confidently and ensure those decisions are sound and fair.

YHN is committed to ensuring that people with disabilities should have full and fair consideration for vacancies. During the year we continued to demonstrate our commitment to interviewing people with disabilities who fulfil the minimum criteria and endeavour to retain employees in the workforce if they become disabled during employment. If appropriate we would actively retrain and make adjustments to the working environment to allow our employees to remain in the business.

Statement of Directors’ Responsibilities The directors are responsible for preparing the Strategic Report, Directors’ Report and financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group

12

Your Homes Newcastle Limited and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: • • •

•

Select suitable accounting policies and then apply them consistently Make judgements and estimates that are reasonable and prudent State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board takes its responsibilities in relation to bribery seriously and continues to support initiatives to emphasise the organisation’s anti-corruption culture.

Future developments affecting the balance sheet The Board considers that there have been no events since the financial year end that have had a significant effect on the financial position.

Going Concern Having made enquiries, the Board consider that the Company’s current and future prospects and its availability of financing are adequate to enable it to continue business for the foreseeable future and that they are also satisfied that the Company can continue to pay its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

The Board consider that a robust going concern assessment process was undertaken and the results discussed and challenged formally at the Group Audit and Risk Committee on 10 July 2018. At that meeting the Audit and Risk Committee recommended that the Board should endorse these annual accounts.

The process for determining whether or not the Company is a going concern involved a number of considerations including an assessment of the financial budgets and forecasts for YHN to August 2019, in the context of the current business strategy to 2020 and in the light of the management agreement between YHN and Newcastle City Council, as endorsed by Cabinet in January 2016. The outlook also considered the continued and possible further effects of Welfare Reform. This period is considered to be the ‘foreseeable future’ as required for this

13

Your Homes Newcastle Limited ongoing assessment only and is in accordance with company law and accounting rules.

The assessment also considered the solvency and liquidity risks involved in delivering the financial forecasts for the foreseeable future. There were no major changes to YHN’s significant liquidity and solvency risks in the year.

The Group has net liabilities of £19,100,000 (2017 £15,795,000), including a pension deficit of £25,540,000 (2017 £23,190,000). The company has a management agreement in place with Newcastle City Council which underpins the Group’s budgets and forecasts, which show that the Company is expected to be able to meet its liabilities as they fall due for the foreseeable future, in particular, for a period of at least twelve months from the date of approval of these financial statements. These budgets and forecasts include contributions payable to the pension scheme on the current agreed contribution schedule, which has been drawn up by the actuary on the basis of a 22-year schedule for the recovery of the deficit.

In addition, the Group has received confirmation from Newcastle City Council that the Council would assist Your Homes Newcastle in meeting its pension liabilities as and when they fall due, to the extent that money is not otherwise available to YHN to meet such liabilities.

For this reason, the Board continues to adopt the going concern basis of preparation for these financial statements.

Disclosure of information to auditors All of the Board members, appointed at the date upon which these report and accounts were approved, were not aware of any relevant audit information which was required by the auditors in connection with the preparation of the report and accounts, of which the auditor was unaware. Having made enquiries of fellow Board members and YHN’s auditors, each Board member has taken all the steps that he/she is obliged to take as a member of the Board in order to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information.

14

Your Homes Newcastle Limited Auditors EY LLP are the external auditors of Your Homes Newcastle Limited for the period 2017-18.

The report of the members of the Board was considered and approved by the Board on 31 July 2018 and signed on its behalf on 31 July 2018 by:

Jo Totton Chair

Jill Davison Company Secretary

15

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Financial Statements

Group Statement of Comprehensive Income for the 12 months ended 31 March 2018 Note

2018 ÂŁ'000

2017 ÂŁ'000

Income

2

38,074

41,645

Operating costs

3

(41,787)

(39,936)

Operating profit

4

(3,713)

1,709

7b 7a

35 15 (876)

(233) 4 (760)

(4,539)

720

94

73

(4,445)

793

1,140

(6,860)

(3,305)

(6,067)

Gain/(Loss) on disposal of fixed asset Interest receivable and other income Interest payable and other charges

(Loss)/Profit on ordinary activities before taxation Taxation

8

(Loss)/Profit for the financial year Actuarial Gain/(Loss) on defined benefit pension Total comprehensive (Loss) for the period

20

All amounts relate to continuing activities in the period.

16

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Financial Statements (continued)

Group Statement of Changes in Equity for the 12 months ended 31 March 2018 Profit and loss reserve ÂŁ000 Balance as at 1 April 2016 Total comprehensive income for the year Balance as at 31 March 2017 Total comprehensive loss for the year Balance as at 31 March 2018

(9,728) (6,067) (15,795) (3,305) (19,100)

Company Statement of Changes in Equity for the 12 months ended 31 March 2018 Profit and loss reserve ÂŁ000 Balance as at 1 April 2016 Total comprehensive income for the year Balance as at 31 March 2017 Total comprehensive loss for the year Balance as at 31 March 2018

(10,815) (7,110) (17,925) (3,207) (21,132)

17

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Financial Statements (continued)

Group Statement of Financial Position As at 31 March 2018

Fixed assets Tangible assets Current assets Stocks Debtors: amounts falling due within one year Cash at bank and in hand

Less Creditors: amounts falling due in less than one year Net current assets Total assets less current liabilities Creditors: amounts falling due in more than one year Net assets excluding pension liability Defined benefit pension liability Net liabilities Reserves and capital Profit and loss reserve

Registered Company No: 5076258 2018 2017 Note ÂŁ'000 ÂŁ'000 9

3,214 3,214

4,346 4,346

11 12

485 11,480 4,062 16,027

713 7,825 4,849 13,387

13

(6,156) 9,871 13,085

(3,591) 9,796 14,142

14

(6,645)

(6,747)

20

6,440 (25,540) (19,100)

7,395 (23,190) (15,795)

(19,100) (19,100)

(15,795) (15,795)

These financial statements were approved by the Board and authorised for issue on 31 July 2018.

Signed on behalf of the Board

Jo Totton Chair

18

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Financial Statements (continued)

Company Statement of Financial Position As at 31 March 2018

Fixed assets Tangible assets Other investments Current assets Stocks Debtors: amounts falling due within one year Cash at bank and in hand

Less Creditors: amounts falling due in less than one year Net current assets Total assets less current liabilities Creditors: amounts falling due in more than one year Net assets excluding pension liability Defined benefit pension liability Net liabilities Reserves and capital Profit and loss reserve

Registered Company No: 5076258 2018 2017 Note £'000 £'000 9 10

1,948 3,900 5,848

2,075 3,900 5,975

11 12

264 8,471 1,671 10,406

393 6,569 2,404 9,366

13

(5,202) 5,204 11,052

(3,329) 6,037 12,012

14

(6,645)

(6,747)

20

4,407 (25,540) (21,133)

5,265 (23,190) (17,925)

(21,132) (21,132)

(17,925) (17,925)

The Directors have taken advantage of the exemption available under Section 408 of the Companies Act and not presented an income statement or a statement of comprehensive income for the Company alone. The loss for the year is £3,618,000 (2017: £7,110,000 loss).

These financial statements were approved by the Board and authorised for issue on 31 July 2018. Signed on the Board's behalf:

Jo Totton Chair 19

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Financial Statements (continued)

Group Statement of Cash Flows for the 12 months ended 31 March 2018 Note

2018 ÂŁ'000

2017 ÂŁ'000

18

556

(1,404)

4 (1,074) 158

(1,065) -

Net cash flow from investing activities

(912)

(1,065)

Financing activities Interest paid Repayment of finance leases

(306) (125)

(310) (105)

Net cash flow from financing activities

(431)

(415)

Net change in cash and cash equivalents

(787)

(2,884)

4,849 4,062

7,733 4,849

Net cash flow from operating activites Investing activities Interest received Payments to acquire tangible fixed assets Proceeds on sale of fixed assets

Cash and cash equivalents at 1 April Cash and cash equivalents at 31 March

20

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

1. Accounting Policies 1.1 Statement of Compliance Your Homes Newcastle was incorporated and is registered in Newcastle upon Tyne, England under the Companies Act 2006 (Registered Number 5076256). The Registered Office is Civic Centre, Barras Bridge, Newcastle Upon Tyne, NE1 8PR. The principal place of business is YHN House, Benton Park Road, Newcastle upon Tyne NE7 7LX. Your Homes Newcastle Limited is a company limited by guarantee and does not have any share capital. There is only one “member” of the organisation. That “member” is NCC and the company’s articles of association state that no other person other than the Council Member shall be admitted to membership of the organisation.

The financial statements have been prepared on a going concern basis and in compliance with FRS102 as it applies to the financial statements of the Group for the year ended 31 March 2018.

1.2 Basis of preparation and change in accounting policy The financial statements were authorised for issue by the Board of Directors on 31 July 2018. The financial statements have been prepared in accordance with applicable accounting standards. The financial statements are prepared in sterling which is the functional currency of the group and rounded to the nearest £’000.

1.3 Basis of consolidation The group financial statements consolidate the financial statements of Your Homes Newcastle Limited and all its subsidiary undertakings drawn up to 31 March each year.

Subsidiaries are consolidated from their date of acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities.

The group profit and loss account include the results and cash flows of: • Asfaleia Limited for the 12-month period from 1 April 2017 and • Abri Trading Limited for the 12-month period from 1 April 2017.

In the parent company financial statements investments in subsidiaries are accounted for at cost less impairment.

21

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

1. Accounting Policies (continued) 1.4 Going concern The directors have prepared the financial statements on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future and meet its liabilities as they fall due.

The Group has net liabilities of £21,543,000 (2017 £17,925,000), including a pension deficit of £25,540,000 (2017 £23,190,000). The Company has management agreement in place with Newcastle City Council which underpins the Group’s budgets and forecasts which show that the Company is expected to be able to meet its liabilities as they fall due for the foreseeable future, in particular, for a period of at least twelve months from the date of approval of these financial statements. These budgets and forecasts include contributions payable to the pension scheme on the current agreed contribution schedule which has been drawn up by the actuary on the basis of a 22-year schedule for recovery of the deficit.

In addition, the Group has received confirmation from Newcastle City Council that the Council would assist Your Homes Newcastle (“YHN”) in meeting its pension liabilities as and when they fall due, to the extent that money is not otherwise available to YHN to meet such liabilities. Accordingly, the directors of the Group believe that it is appropriate to prepare the financial statements on a going concern, on the grounds that they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

1.5 Judgements and key source of estimation uncertainty The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date, and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements and sources of estimation uncertainty have had the most significant effect on the financial statements: Provisions A provision is recognised when the Group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. There can be estimation involved in determining the provision to be made.

Operating and Finance Lease Commitments As a lessee, the Group obtains use of plant and equipment. The classification of such leases as operating or finance lease commitments requires the Group to determine, based on evaluation of the terms and conditions of the arrangements whether it acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires a liability to be recognised in the statement of financial position.

22

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

1. Accounting Policies (continued) 1.5 Judgements and key source of estimation uncertainty (continued) Pension costs The cost of a defined benefit pension plan is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and the long term nature of these plans, such estimates are subject to significant uncertainty. In determining the appropriate discount rate, management considers the interest rates of high quality bonds with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on the recent actual mortality experience within the Fund and allow for expected future mortality rates. Future salary increase and pension increases are based on expected future inflation rates for the UK. Further details are given in note 20.

Impairment of non-financial assets Where there are indicators of impairment of individual assets, the Group performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell is based on observable market prices less incremental costs for disposing of an asset. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next three years and does not include significant future investments that will enhance the assets performance of the cash generating asset that is being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and growth rate used for extrapolation purposes.

Taxation Judgement is required when determining the provision for taxes. Tax benefits are not recognised unless it is probable that the benefit will be obtained. Tax provisions are made if it is possible that a liability will arise. The Group reviews each significant tax liability or benefit to assess the appropriate accounting treatment. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future profits.

Determination of financial instruments as basic There is judgement in determining whether financial instruments meet the definition of basic or complex in accordance with Section 11 of FRS 102.

Management has determined that the Group and Company’s financial instruments are deemed as basic on the basis of the following: • Interest paid on the loans is on a fixed rate basis. • The loans agreements are with Newcastle City Council and these loan agreements do not contain two way break clauses.

These loans have therefore been recognized at amortised historical cost.

23

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

1. Accounting Policies (continued) 1.5 Judgements and key source of estimation uncertainty (continued) Fixed assets accounting and stock accounting The Parent undertaking’s fixed assets are comprised of items of furniture rented to Newcastle City Council under the NFS brand, ICT equipment, and the YHN fleet held under lease.

The Group’s fixed assets are comprised of the items above and furniture rented to other landlords in Abri Trading, and Ostara alarm equipment in Asfaleia Ltd. Palatine Beds Inventory is held within Abri Trading for raw materials and finished goods held in relation to sales under the Palatine Beds and 1907 brands. See note 1.6 for stock information on stock valuations.

Overview of NFS (Newcastle Furniture Service) Brandoperations are split between Your Homes Newcastle and Abri Trading. Resources and NFS fixed assets employed to deliver furniture services to Newcastle City Council are recorded in the Parent’s accounts. Commercial contracts with other landlords are delivered by Abri Trading.

Asset purchases and transfers All furniture is initially purchased by the parent undertaking, where it is held at cost price as inventory. Subsequently, when an item of furniture is rented out to an Abri Trading customer, a purchase from the parent is recorded. The furniture is then held with Abri Trading as a fixed asset and held at historic cost less depreciation. The sale is not expensed in the Parent’s income statement.

If the item is rented out under the Newcastle City Council contract, the furniture is recorded as a fixed asset within the parent and held at historic cost less depreciation If a customer returns an item of furniture (from either a YHN or Abri Trading contract), an assessment is made of the condition of the asset and it is either 1. disposed and recorded as a disposal with no proceeds, or 2. returned to the Parent’s stock where it is held at the net book value of the asset at the time of its return. A fixed asset disposal is recorded .

All repair costs for items within inventory are minor and are expensed as they arise.

Presentation of fixed assets The YHN Group uses a global fixed asset register across NFS to control the assets of Abri Trading and the Parent undertaking. To clarify the transactions to the reader and to aid the reconciliation of the Financial Statements to the asset register, additional lines have been added to the fixed asset register to show the additions and disposals within the group.

Ostara Asfaleia holds stock and fixed assets in relation to its Ostara care alarm services. These assets take the form of remote alarms, key safes and other support equipment.

24

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

1. Accounting Policies (continued) 1.5 Judgements and key source of estimation uncertainty (continued) Fixed assets accounting and stock accounting (continued) Ostara (continued) Supplies of equipment that have not been allocated to a customer are held as stock at cost price. Once an item is allocated to a customer it is transferred from stock to fixed assets and is held at depreciated cost value. If an item is returned by a customer, an assessment is made of the condition of the asset and it is either disposed, or returned to stock where it is held at the net book value of the asset at the time of its return.

All repair costs to items are minor, and are expensed as they arise. Sales from stock are recorded as a cost of sale and expensed to the income statement.

1.6 Significant accounting policies Revenue Recognition Revenue is recognised to the extent that the group obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and VAT. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services Revenue from the provision of management services is recognised, according to the individual contract, by: ¡ Fixed fee per period; or ¡ Reference to labour hours incurred to date; or ¡ Fee per unit managed.

Where contract income cannot be measured reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

25

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

1. Accounting Policies (continued) 1.6 Significant accounting policies (continued) Interest Income Revenue is recognised as interest accrues using the effective interest method.

Government Grants Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment. Grants are of a revenue nature and as such are credited to income so as to match them with the expenditure to which they relate.

Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all property, plant and equipment, at rates calculated to write off the asset on a systematic basis over its expected useful life as follows: • Equipment - over 1 ½ to 7 years The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Impairment of non-financial assets The Group assesses at each reporting date whether an asset may be impaired. If any such indication exists, the Group estimates recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

The recoverable amount of an asset or cash generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount through an impairment in profit and loss unless the asset is carried at a revalued amount where the impairment loss of a revalued asset is a revaluation decrease.

An impairment loss recognised for all assets is reversed in a subsequent period if and only if the reasons for the impairment loss have ceased to apply.

Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above net of outstanding bank overdrafts.

26

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

1. Accounting Policies (continued) 1.6 Significant accounting policies (continued) Short-term debtors and creditors Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from any associated impairment are recognised in the income statement in other operating expenses.

Stocks Stocks comprise NFS furniture holdings at the parent company, "Ostara" alarm equipment within Asfaleia and raw materials and finished goods for Palatine Beds within Abri Trading Ltd. Stocks are stated at the lower of cost and net realisable value. Costs include all costs incurred in bringing each product to its present location and condition, as follows: · Raw materials, consumables and goods for resale - purchase cost on a first-in, first-out · Work in progress and finished goods – cost of direct materials and labour plus attributable overheads based on a normal level of activity · Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal.

Taxation The Group establishes provisions based on reasonable estimates, for possible consequences of audits by the UK tax authorities. The amount of such provision is based on various factors, such as differing interpretations of tax regulations by the taxable entity and the tax authority.

Deferred Tax Deferred tax is recognised in respect of all timing differences which are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements except that: · Where there are differences between amounts that can be deducted for tax for assets and liabilities compared with the amounts that are recognised for those assets and liabilities in a business combination a deferred tax asset shall be recognised; and · Unrelieved tax losses and other deferred tax assets are recognised to the extent that the directors consider that it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

27

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

1. Accounting Policies (continued) 1.6 Significant accounting policies (continued) Leasing and hire purchase commitments Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset have passed to the group, and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter of the lease term and the asset’s useful life. A corresponding liability is recognised for the lower of the fair value of the leased asset and the present value of the minimum lease payments in the balance sheet.

Lease payments are apportioned between the reduction of the lease liability and finance charges in the income statement so as to achieve a constant rate of interest on the remaining balance of the liability.

Rentals payable under operating lease are charged in the profit and loss account on a Interest bearing loans and borrowings All interest bearing loans and borrowings which are basic financial instruments are initially recognised at the present value of cash payable to the lender (including interest). After initial recognition they are measured at amortised cost using the effective interest rate method less impairment. The effective interest rate amortisation is included in finance revenue in the income statement.

Pensions benefits The company participates in the Local Government Pension Scheme, through membership of the Tyne and Wear Pension Fund. The scheme is a final salary pension scheme (‘defined benefit’) and retirement benefits to employees of the company are funded by contributions from all participating employers and employees in the scheme. The cost of providing benefits under the defined benefit plans is determined separately for each plan using the projected unit credit method, which attributes entitlement to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations) and is based on actuarial advice. The net interest element is determined by multiplying the net defined benefit liability by the discount rate, at the start of the period taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments.

28

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

2. Analysis of Group Turnover

Housing management fees Sales of goods Other income

Landlord Services 2017 2018 £'000 £'000 32,102 35,575 2,536 2,840 3,436 3,230 38,074 41,645

3. Analysis of Group Operating Costs

Employee costs Premises costs Transport costs Supplies & services Depreciation Impairment Bad debt expense Materials and purchases

2018 £'000 29,708 1,265 778 5,539 2,922 (12) 1,587 41,787

2017 £'000 27,184 1,305 849 5,523 3,149 91 1,835 39,936

2018 £'000 2,922 622 1,587

2017 £'000 3,149 619 1,835

20 9

20 25

4. Group Operating Profit This is stated after charging:

Depreciation of tangible assets Impairment loss on fixed assets Operating Leases Stock expensed Auditors’ fees For audit services For non-audit services

29

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

5. Employee information a) Staff costs The average number of persons employed during the year, expressed as equivalent of whole time employees was:

Housing management Administration and clerical

Costs for the above employees were: Wages and salaries Social security costs Employers pension contributions Past and current pension service costs above cash contributions

b) Directors’ emoluments Aggregate emoluments payable to directors (including pension contribution and benefits in kind) The full time equivalent number of staff who received emoluments in the following bandings are:

2018 No's 593 133 726

2017 No's 629 151 780

2018 £'000 41,786 3,655 7,011

2017 £'000 20,812 1,916 2,936

4,440

1,520

56,893

27,184

2018 £'000

2017 £'000

42

38

2018 No's £60,001 to £70,000 7 £70,001 to £80,000 3 £80,001 to £90,000 1 £90,001 to £100,000 2 £100,001 to £110,000 3 £110,001 to £120,000 £120,001 to £130,000 £130,001 to £140,000 2 £140,001 to £150,000 2 £150,001 to £160,000 £160,000 and above 20 The 2018 figures include 13 employees whose emoluments include severance payments (2017: 9)

2017 No's 2 3 1 2 2 1 2 13

30

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

6. Key Management Personnel All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. Total remuneration in respect of these individuals is £484,000 (2017: £610,000).

Six YHN Board Members are NCC housing tenants. All Board member tenancies are granted on normal commercial terms. Tenant Board Members do not use their position to gain any commercial advantage.

Six YHN Board Members are Newcastle City Councillors. The Councillors do not use their position as YHN Board Members to gain any commercial advantage. Where conflicts do arise they are fully disclosed either in advance of a Board/Committee meeting or at such a meeting. If appropriate the Councillor would leave the meeting to enable the matter to be discussed in their absence thereby avoiding a conflict of interest.

7a. Interest payable and similar charges

Loans from NCC Finance charges payable under leases Interest on net pension liability

2018 £'000 293 13 570 876

2017 £'000 293 17 450 760

2018 £'000 15 15

2017 £'000 4 4

7b. Interest receivable

Interest on balances held at NCC

31

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

8. Tax Group (a) Tax on profit on ordinary activities The tax charge is made up as follows: 2018 £'000

2017 £'000

10 10

74 62 136

(104) (104)

(246) 37 (209)

(94)

(73)

2018 £'000

2017 £’000

Profit on ordinary activities before tax (4,322) Profit on ordinary activities multiplied by standard rate of (821) corporation tax of 19% (2017 20%) Adjusts from previous periods Effects of income not taxable 52 Expenses not deductible Tax rate changes 59 Amounts (charged)/credited directly to STRGL or otherwise transferred 217 Deferred tax not recognised 400 Movement on unrecognised tax losses Unprovided tax losses Tax charge for the period (94)

720

Current tax: UK Corporation tax on profits for the period Adjustment in respect of previous periods Total current tax Deferred tax: Origination and reversal of timing differences Effect of changes in tax rates Total deferred tax Total tax per income statement (b) Tax charge reconciled to the total comprehensive income The tax charge is made up as follows:

144 62 (277) 36 37

(75) (73)

c) Factors affecting future tax charges The standard rate of UK corporation tax for the period was 19.00% (2016: 20.00%).

A reduction in the rate to 17% from 1 April 2020 were substantively enacted prior to the balance sheet date.

32

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

9.Tangible Assets

Group 2018 Cost: At 1 April 2017 Additions Net transfer from inventory Disposals and write offs At 31 March 2018 Depreciation and impairment: At 1 April 2017 Provided during the year Net transfer from inventory Disposals and write offs At 31 March 2018 Net book Value At 31 March 2018 As at 1 April 2017

Company 2017 Cost: At 1 April 2017 Additions Net transfers from associate undertaking Net transfer from inventory Disposals At 31 March 2018 Depreciation and impairment: At 1 April 2017 Provided during the year Net transfers from associate undertaking Net transfer from inventory Disposals At 31 March 2018 Net book Value As at 31 March 2018 As at 1 April 2017

Total Equipment ÂŁ'000 8,603 1,088 873 (3,639) 6,925 (4,257) (2,498) 78 2,966 (3,711) 3,214 4,346 Total Equipment ÂŁ'000 4,077 672 14 528 (1,373) 3,918 (2,001) (1,154) 78 1,107 (1,970) 1,948 2,076

33

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018 Included within the group net book value of £3,214,000 is £258,000 (2017 - £363,000) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £125,000 (2017 £112,000).

See note 1.5 for further information on fixed asset transactions and presentation.

10. Investments 2018 £'000

2017 £'000

Company Loans to other Group companies

3,900 3,900 3,900 3,900 Loans to group companies were made at prevailing rates on a fixed interest basis. The fair value of the investment is deemed to be the underlying loan principle.

34

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

11. Stock Group Raw materials and consumables Finished goods

2018 £'000

2017 £'000

141 344 485

146 567 713

Company Raw materials and consumables

264 393 264 393 The difference between purchase price or production cost of stocks and their replacement value is not material.

Stocks recognised as an expense in the period were £1,835,000 for the Group (2016: £889,000) and £3,000 for the parent (2016: £40,000) Stock values are shown net of a stock provision value of £73,000 (2016: £23,000)

12. Debtors Group Amounts owed from NCC Trade debtors VAT debtor Prepayments and accrued income Tax asset

Company Amounts owed from NCC Amounts owed from YHN Group companies Trade debtors Prepayments and accrued income

2018 £'000 8,906 1,429 832 313 11,480 2018 £'000 6,850 868 129 624 8,471

2017 £'000 5,463 1,296 97 760 209 7,825 2017 £'000 3,656 2,132 223 558 6,569

35

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

13. Creditors: amounts falling due within one year Group Creditors and other accruals VAT creditor Amounts due to NCC Income in advance Interest accruals due to NCC Redundancy and other pay provisions Tax liability Amounts due in respect of finance leases held with NCC (Note 16)

Company Creditors and other accruals VAT creditor Amounts due to NCC Income in advance Amounts due to other YHN Group companies Interest accruals due to NCC Redundancy and other pay provisions Amounts due in respect of finance leases held with NCC (Note 16)

2018 £'000 1,360 985 1,704 8 122 1,842 10

2017 £'000 1,001 1,346 568 63 122 290 74

125 6,156 2018 £'000 1,201 678 708 8 519 122 1,842

127 3,591 2017 £'000 791 1,346 169 9 475 122 290

125 5,202

127 3,329

36

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

14. Creditors: amounts falling due after one year Group and Company Amounts due in respect of finance leases held with NCC (Note 16) Loans from NCC (Note 15)

2018 £000

2017 £000

145 6,500 6,645

247 6,500 6,747

15. Loans 2017 2018 £000 £000 Group and Company 6,500 6,500 Loans from NCC 6,500 6,500 Interest is payable on amounts owed to parent undertakings at rates of 4.5% per annum. The loan is repayable in 2020 and is shown in Creditors falling due in more than one year.

16. Other financial commitments The Group and Company use finance leases to acquire vehicles.

Future minimum lease payments due under finance leases: Group and Company Within one year In two to five years In over five years Less: future interest charges Analysed: Creditors: amounts falling due within one year Creditors: amounts falling due in more than one year

2018 £'000 128 157 1 286 (16) 270

2017 £'000 130 272 1 403 (29) 374

125 145

127 247

37

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

17. Financial instruments 2018 £000

2017 £000

270 6,500 583

374 6,500 213

1,429 4,062

1,296 4,849

Group profit for the year

2018 £'000 (4,445)

2017 £'000 793

Adjustments for non-cash items: Depreciation and amortisation of tangible fixed assets Write downs of fixed assets Net increase in fixed assets from stock transfers (Gain)/Loss on disposal of tangible fixed assets Impairment of fixed assets Decrease/(increase) in debtors (Increase) in stocks (Decrease)/increase in creditors

2,498 552 (953) (35) (3,655) 228 2,659

3,149 (643) 243 (425) (75) (6,660)

306 570 (15) 2,920 (74) 556

310 450 (4) 1,520 (62) (1,404)

Group financial instruments measured at amortised cost: Obligations under finance lease (note 16) Loans from parent undertaking (note 15) Trade creditors Group financial assets measured at cost: Trade debtors (note 12) Cash

18. Notes to the statement of cash flows a) Reconciliation of profit for the year to net cash flow from operating activities

Adjustments for investing or financing activities: Interest payable Interest on defined benefit pension net liability Interest receivable Difference between pension charge and cash contributions Corporation tax paid Net cash (outflow)/inflow from operating activities b) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand only.

38

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

19. Related party transactions Group During the year the group entered into transactions, in the ordinary course of business with other related parties.

Entities with significant influence over the group Newcastle City Council (NCC) The company is a local authority controlled company within the meaning of Part V of the Local Government and Housing Act 1989, being a company under the control of NCC. Copies of the financial statements for Your Homes Newcastle Limited can be obtained from the Company Secretary, YHN House, Benton Park Road, Newcastle NE7 7LX The Directors consider that NCC is the ultimate controlling party.

With the exception of petty cash transactions, all cash book payments and receipts are made via NCC's banking intermediaries, with the net balance owing to or from the City Council being disclosed as a current asset or liability as appropriate.

Entities over which the group has joint control or significant influence YHN Parent and Group no longer exerts significant influence over any entity.

Company The related parties of the parent company are the same as those considered for the Group with the addition of the other Group undertakings; Asfaleia Ltd and Abri Trading Ltd. The transactions entered into and the trading balances outstanding at 31 March for the Parent and Group are set out as follows:

39

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

19. Related party transactions (continued) Purchases Amounts from owed from related related party party £’000 £’000 £’000

Sales to related party

Amounts owed to related party £’000

Group Entities with significant influence over the group 2018 29,051 2017 30,161

4,660 4,114

8,906 5,463

8,596 7,564

Entities over which the group has joint control or significant influence 2018 2017 -

-

-

-

Company Other group undertakings 2018 2017

6,615 10,034

5,482 6,066

4,769 6,032

518 475

40

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

20. Pensions The company participates in the Tyne and Wear Pension Fund, which is a funded defined benefit scheme where contributions payable is held in a trust separately from the company. The main results and assumptions of the most recent valuation of the Tyne and Wear Pension Fund are as follows.

Contributions to the scheme have been charged to the statement of comprehensive income on a cash basis. A qualified actuary has determined contribution rates on the basis of triennial valuations using the projected unit method. The actuaries determined that in order to meet the funding target, the contribution rate would be set at 14.6% for 2016-17 (2015-16: 14.2%).

Under the requirements of FRS 102, the company is required to account for and disclose further information on its share of assets and liabilities of the Tyne and Wear Pension Fund at the end of the accounting period. The valuation at 31 March 2016 has been updated by an independent qualified actuary on an FRS 102 basis as at 31 March 2018. As required by FRS 102 the defined benefit liabilities have been measured using the projected unit credit method.

This information is set out below: 2018 2017 ÂŁ'm ÂŁ'm Fair value of scheme assets 146.43 139.21 Present value of scheme liabilities 171.97 162.40 Funded Status

(25.54)

(23.19)

2018 % 67.0 8.5 4.0 11.7 3.7 5.1 100.0

2017 % 66.9 9.2 3.9 11.5 2.6 5.9 100.0

The scheme assets are made up of the following allocations:

Equities Property Government Bonds Corporate Bonds Cash Other Total

41

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

20. Pensions (continued) The amounts recognised in the Group Statement of Comprehensive Income and in the Group Statement of Other Comprehensive Income for the Year are analysed as follows: 2018 £'m

2017 £'m

Current service cost

5.36

3.95

Past service costs

0.43

0.68

Interest on net defined benefit liability

0.57

0.45

Total recognised in the Statement of Comprehensive Income

6.36

5.08

2.84

20.71

(1.70)

(27.57)

1.14

(6.86)

2018 %

2017 %

2016 %

3.5 2.0 2.6 3.1 2.0 2.0

3.5 2.0 2.6 3.1 2.0 2.0

3.3 1.8 3.5 2.9 1.8 1.8

2018

2017

22.9 26.4 25.1 28.7

22.8 26.3 25.0 28.6

Recognised in the Statement of Comprehensive Income

Recognised in other comprehensive income Remeasurement Losses on assets taken to other comprehensive income Remeasurement Gains on liabilities taken to other comprehensive income Total amount recognised in other comprehensive income / (loss)

Main assumptions: Rate of salary increases Rate of pension increase Discount rate Inflation assumption (RPI) Inflation assumption (CPI) Pension accounts revaluation rate Mortality assumptions Post retirement mortality Retiring today at 65 – male Retiring today at 65 – female Future pensioners at 65 – male Future pensioners at 65 - female

42

Your Homes Newcastle Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements (continued) at 31 March 2018

20. Pensions (continued) Changes to the present value of the defined benefit obligations are analysed as follows: Opening defined benefit obligation at 1 April 2017 Current service cost Interest cost Contributions by participants Remeasurement gain on liabilities Net benefits paid out Past service cost Closing defined benefit obligation at 31 March 2018

2018 £'m 162.40 5.36 4.20 1.10 1.70 (3.22) 0.43 171.97

2017 £'m 128.95 3.95 4.46 1.13 27.57 (4.34) 0.68 162.40

Changes to the fair value of assets during the accounting period

Opening fair value of assets at 1 April 2017 Interest income on assets Remeasurement gain on assets Contributions by the employer Contributions by the participants Net benefits paid out Closing fair value of assets at 31 March 2018

2018 £'m 139.21 3.63 2.84 2.87 1.10 (3.22) 146.43

2017 £'m 114.59 4.01 20.71 3.11 1.13 (4.34) 139.21

2018 £'m 3.63 2.84 6.47

2017 £'m 4.01 20.71 24.72

Actual return on assets

Interest income on assets Gain on assets Net return

43

Your Homes Newcastle Limited Registered Company No: 5076256 Address: Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR

44

Appendix 2 Abri Trading Limited

Abri Trading Limited A YHN Group Company

Annual Report and Financial Statements Year 2017-8

Abri Trading Limited

Contents

Page

Corporate Information: Board Members, Company Secretary and Advisors

2

Strategic Report

3

Directors’ Report

7

Independent Auditor’s Report

10

Financial Statements

12

Notes to the Financial Statements

14

1

Abri Trading Limited

Corporate Information Board Members, Company Secretary and Advisors Position Directors

Name Joyce McCarty Paul Scope Malcolm Page

Appointed 22 September 2015 22 September 2015 19 September 2017

Chair of the Group Audit and Risk Committee

Richard Clark

19 September 2017

Company Secretary

Jill Davison

25 July 2017

Directors resigned in the year Position Chair

Phil Dibbs

Resigned 19 September 2017 NB Under the new goverance arrangements there is no longer a Chair of Abri.

19 September 2017

Tony Moore

19 September 2017

Chair of the Group Audit and Risk Committee

George Clark

19 September 2017

Company Secretary

Jon Ritchie

25 July 2017

Registered Office Address Company registration

Internal Auditors

Name Ammar Mirza CBE

YHN House, Benton Park Road, Newcastle upon Tyne, Tyne and Wear, NE7 7LX The Company is incorporated as a private company limited by shares under the Companies Act (Company number 09772167) Newcastle City Council Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8BR

2

Abri Trading Limited

Corporate Information (Continued) External Auditors

Ernst and Young LLP Citygate, St James’ Boulevard, Newcastle upon Tyne, NE1 4JD

Solicitor

Mr John Softly, Chief Legal Officer Chief Executive’s Office, Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8BR

Trading names

“Abri Trading”, “Palatine Beds”, “1907”, “Newcastle Furniture Service (NFS)”.

3

Abri Trading Limited

Strategic Report The members of the Board of Abri Trading Limited (trading as ‘Newcastle Furniture Service’, ‘Palatine Beds’ and ‘1907 Beds’) present their strategic report for the year ended 31 March 2018.

The company has chosen in accordance with Section 414C(ii) of the Companies Act 2006 to set out in this report the following which the Directors believe to be of strategic importance: • •

Review of the business Principal risks and uncertainties

Principal business The principal activity of Abri Trading Limited is the rental and sale of home furnishings to social landlords and others. The purpose and objectives are guided by those of the Parent company, Your Homes Newcastle Limited.

Review of the Year Abri Trading Limited was incorporated on 10 September 2015, and commenced trading on 1 October 2015 following a transfer of business and assets from Newcastle City Council and Your Homes Newcastle Limited.

During the 2017-18 trading year, the Company has performed below budgetary expectations as it has responded to the pressures associated with austerity and Welfare Reform. However, the company remained profitable for the year. The result for the year after taxation amounted to £120,000 (2016-17: £972,000).

Operational performance has remained strong during the year, with operational indicators reported to the Board on a quarterly basis.

Principal Risks and Uncertainties The risks facing the Company are considered at each quarterly Group Audit and Risk Committee meeting, with a formal update of the Risk Register taking place annually at the Board.

The Board considers its risks to be commercial and financial. The commercial risks relate to loss of business through increased competition, or customers’ reduced ability to afford our products.

The financial risks are set out below Financial Risk Management Policy Abri Trading Limited holds no complex financial instruments. Cash balances generated from trade are initially held at Newcastle City Council before settlement.

4

Abri Trading Limited

Strategic Report (Continued) Financial Risk Management Policy (Continued) Other financial assets and liabilities, such as trade creditors and related party balances, arise directly from the company's operating activities. The main risks associated with Your Homes Newcastle's financial assets and liabilities are set out below.

Interest Rate Risk Financial assets, liabilities, interest income and cash flows can be affected by movements in interest rates. The Board Members do not consider there to be any significant exposure. The Company’s loans have fixed interest rates.

Credit Risk Individual exposures and overdue debts are monitored with customers subject to credit limits to ensure that Abri Trading Limited's exposure to bad debts is not significant.

Liquidity Risk Abri Trading Limited’s short term liquidity risks are reduced as its daily cash transactions are managed as part of the larger Newcastle City Council bank balances. Long term liquidity risks are managed through robust business modelling.

Foreign Currency Risk Abri Trading Limited’s foreign currency transactions are of low value. All of its activities take place within the United Kingdom and consequently, the company is not exposed to any significant foreign currency risk.

The Strategic Report was approved by the Board on 31 July 2018 and signed on its behalf on that date by:

Director

Jill Davison Company Secretary

5

Abri Trading Limited

Directors’ Report The members of the Board of Abri Trading Limited present their Directors’ Report for the year ended 31 March 2018.

Interests of Board Members Abri Trading Limited has three Board members, which is a change from the previous year when there were five Directors. During 2017-18, the YHN Group undertook a comprehensive governance review and Abri Trading Limited is now part of a Common Purpose Board arrangement, although there are nominated Board members of Abri Trading Limited as set out page 2.

Share structure At incorporation a single ordinary single share was issued to Your Homes Newcastle Limited (Your Homes Newcastle, the Parent). No share issues or changes of ownership have occurred since. The Directors recommend a nil dividend for the year.

Complex financial instruments Abri Trading Limited holds no complex financial instruments.

Indemnities granted to Directors No indemnities have been granted to Directors during the financial year.

Employee Communication and Involvement Abri Trading Limited does not employ any staff. Staff resources are provided by Your Homes Newcastle through service agreements. The Your Homes Newcastle Group is committed to the involvement of its entire staff in the development and improvement of all areas of work and understands the importance of effective communication to achieve change.

The organisation employs a number of different approaches to encourage staff involvement and communication.

Statement of Directors’ Responsibilities The directors are responsible for preparing the Strategic Report, Directors’ Report and financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and

6

Abri Trading Limited

Directors’ Report (Continued) Statement of Directors’ Responsibilities (Continued) of the profit or loss of the group for that period. In preparing these financial statements, the Directors are required to: • • •

•

Select suitable accounting policies and them apply them consistently Make judgements and estimates that are reasonable and prudent State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board of Directors takes its responsibilities in relation to bribery seriously and continues to support initiatives to emphasise the organisation’s anti-corruption culture.

Going Concern Having made enquiries, the Board consider that the Company’s current and future prospects and its availability of financing are adequate to enable it to continue business for the foreseeable future and that they are also satisfied that the Company can continue to pay its liabilities as they fall due for a period of at least 12 months from the signing of the audit opinion of these financial statements (i.e. to August 2019).

The Board considers that a robust going concern assessment process was undertaken and the results discussed and challenged formally at the Group Audit and Risk Committee on 10 July 2018. At that meeting the Group Audit and Risk Committee recommended the Board’s approval of these annual accounts.

The process for determining whether or not the Company is a going concern involved a number of considerations including an assessment of the financial budgets and forecasts to March 2019, the continued and possible future effects of Welfare Reform, and other trading conditions. This period is considered to be the

7

Abri Trading Limited

Directors’ Report (Continued) Going Concern (Continued) ‘foreseeable future’ as required for this ongoing assessment only and is in accordance with company law and accounting rules. The assessment also considered the solvency and liquidity risks involved in delivering the financial forecasts for the foreseeable future.

Future Developments The Directors will continue to look for opportunities to grow the business and mitigate the budget pressures felt by our customers. The actions from a recent review of the business will be carried out to reduce costs and improve information systems.

Events Since Balance Sheet Date The Board considers that there have been no events since the year end that have had a significant effect on Abri Trading Limited’s financial position.

Disclosure of information to auditors All the Board members, appointed at the date upon which these report and accounts were approved, were not aware of any relevant audit information which was required by the auditors in connection with the preparation of the report and accounts, of which the auditor is unaware. Having made enquiries of fellow Board members and Your Homes Newcastle’s auditors, each Board member has taken all the steps that he/she is obliged to take as a member of the Board in order to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information.

Auditors EY LLP are the external auditors of the Your Homes Newcastle Group for the period 2017-18. EY LLP have indicated that they are willing to continue in this role The report of the members of the Board was considered and approved by the Board on 31 July 2018 and signed on its behalf on 31 July 2018 by:

Director

Jill Davison Company Secretary

8

Abri Trading Limited INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF YOUR HOMES NEWCASTLE LIMITED We have audited the Company financial statements for the year ended 31 March 2017 which comprise the Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Financial Position, and the related notes 1 to 18.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland.

This report is made solely to the company’s members, as a body. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of the Board and the auditor As explained more fully in the Statement of Board's Responsibilities set out on pages 6 and 7, the Board is responsible for the preparation of financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.

This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the board; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

9

Abri Trading Limited INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF YOUR HOMES NEWCASTLE LIMITED (Continued) Opinion on financial statements In our opinion the financial statements: •

give a true and fair view of the state of the company’s affairs as at 31 March 2017 and of its profit for the year then ended; and

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • • • •

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.

Caroline Mulley (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Newcastle upon Tyne 25 July 2017

10

Abri Trading Limited

Abri Trading Limited Registered Company No: 9772167 Address: Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR

Your Homes Newcastle Ltd Registered Company no: 5076256 Your Homes Newcastle Limited, YHN House, Benton Park Road, Newcastle upon Tyne NE7 7LX.

11

Abri Trading Limited Annual Report and Financial Statements

2017-18

Financial Statements

Statement of Comprehensive Income for the 12 month period ended 31 March 2018 2018 £'000

2017 £'000

2 3 4

7,472 (7,314) 158

9,368 (8,161) 1,207

6

35 (167)

(141) (167)

26

899

94

73

120 120

972 972

Note Income Operating costs Operating Profit Gain/(Loss) on disposal of fixed asset Interest payable and other charges Profit on ordinary activities before taxation Taxation

8

Profit for the financial period Total comprehensive income for the period All amounts relate to continuing activities.

Statement of Changes in Equity for the 12 month period ended 31 March 2018

Balance as at 31 March 2016 Total comprehensive income for the period to March 2017 Balance as at 31 March 2017 Total comprehensive income for the period to March 2018 Balance as at 31 March 2018

Profit and loss reserve £000 546

Total £000 546

972

972

1,518

1,518

120

120

1,638

1,638

12

Abri Trading Limited Annual Reports and Financial Statements

2017-18

Financial Statements (continued)

Statement of Financial Position as at 31 March 2018

Fixed assets Tangible assets Current assets Stocks Debtors: amounts falling due within one year Cash at bank and in hand

Less Creditors: amounts falling due in less than one year Net current assets Total assets less current liabilities Creditors: amounts falling due in more than one year

Registered company: 9772167 2018 2017 Note ÂŁ'000 ÂŁ'000 9

1,150 1,150

2,141 2,141

10 11

184 3,643 1,148 4,975

274 3,262 1,444 4,980

12

(780) 4,195 5,345

(1,896) 3,084 5,225

13

(3,707)

(3,707)

1,638

1,518

1,638 1,638

1,518 1,518

Total net assets Reserves and capital Share capital Profit and loss reserve

16 15

These financial statements were approved by the Board and authorised for issue on 31 July 2018.

Signed on behalf of the Board

Director

13

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

1. Accounting Policies 1.1 Statement of Compliance Abri Trading Limited (‘the Company’) is incorporated and registered in Newcastle upon Tyne, England under the Companies Act 2006 (Registered Number 9772167). The Registered Office is YHN House, Benton Park Road, Newcastle upon Tyne, NE7 7LX. The principal place of business is YHN House, Benton Park Road, Newcastle upon Tyne, NE7 7LX. Abri Trading Limited is a company limited by shares. The sole shareholder is Your Homes Newcastle Ltd, a company controlled by Newcastle City Council.

The financial statements have been prepared on a going concern basis and in compliance with FRS102 as it applies to the financial statements of the company for the period ended 31 March 2017.

The financial statements have been prepared for the 12 months to 31 March 2017 in alignment with the accounting period of the parent company Your Homes Newcastle Ltd. In these financial statements, the Company has applied the exemptions available under FRS 102 in respect of the following disclosures: • the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv) • the requirements of Section 7 statement of Cash Flows • the requirements of Section 11 Basic Financial Instruments paragraphs 11.39 to 11.48A • the requirements of Section 33 Related Party Diclosure paragraph 33.7 The group in which the results of the Company are consolidated is Your Home Newcastle Limited. Consolidated financial statements of Your Homes Newcastle Limited are available on request from Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR. 1.2 Basis of preparation and change in accounting policy The financial statements were authorised for issue by the Board of Directors on 25 July 2017.

The financial statements have been prepared in accordance with applicable accounting standards. The financial statements are prepared in sterling which is the functional currency of the company and rounded to the nearest £’000.

1.3 Judgements and key source of estimation uncertainty The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date, and the amounts reported for revenues and expenses during the However, the nature of estimation means that actual outcomes could differ from those estimates.

14

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

1. Accounting Policies (continued) 1.3 Judgements and key source of estimation uncertainty (continued) The following judgements and sources of estimation uncertainty have had the most significant effect on the financial statements: Impairment of non-financial assets Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell is based on observable market prices less incremental costs for disposing of an asset.

The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next three years and does not include significant future investments that will enhance the assets performance of the cash generating asset that is being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and growth rate used for extrapolation Recoverability of stock and debtors Where there are indicators of slow moving or obsolete stock or slow recovery of debtors, the Company assesses whether a provision is required based on the assessment of the individual items and historic knowledge.

Fixed asset accounting Overview of NFS (Newcastle Furniture Service) Brand Abri Trading’s fixed assets are comprised of items of furniture rented to landlords under the NFS brand. NFS operations are split between Your Homes Newcastle and Abri Trading. Resources and fixed assets employed to deliver furniture services to Newcastle City Council are recorded in the Parent’s accounts. Commercial contracts with other landlords are delivered by Abri Trading.

Asset purchases and transfers All furniture is initially purchased by the parent undertaking, where it is held at cost price as inventory. Subsequently, when an item of furniture is rented out to an Abri Trading customer, a purchase from the parent is recorded. The furniture is then held with Abri Trading as a fixed asset and held at historic cost less depreciation. The sale is not expensed in the Parent’s income statement.

If a customer returns an item of furniture, an assessment is made of the condition of the asset and it is either 1. disposed and recorded as a disposal with no proceeds, or 2. returned to the Parent’s stock where it is held at the net book value of the asset at the time of its return. A fixed asset disposal is recorded.

15

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

1. Accounting Policies (continued) 1.3 Judgements and key source of estimation uncertainty (continued) Fixed asset accounting (continued) Presentation The YHN Group uses a global fixed asset register across NFS to control the assets of Abri Trading and the Parent undertaking. To clarify the transactions to the reader and to aid the reconciliation of the Financial Statements to the asset register, additional lines have been added to the fixed asset register to show the additions and disposals within the group.

Stocks Stocks in Abri Trading consist solely of the raw materials and finished goods relating to Palatine Beds . There are no inventory holdings in relation to NFS operations, as these are owned by the Parent undertaking.

1.4 Significant accounting policies Revenue Recognition Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and VAT. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from the provision of management services is recognised, according to the individual contract, by: ¡ Fixed fee per period; or ¡ Reference to labour hours incurred to date; or ¡ Fee per unit managed.

Where contract income cannot be measured reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Grants Grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment. Grants are of a revenue nature and as such are credited to income so as to match them with the expenditure to which they relate.

16

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

1. Accounting Policies (continued) 1.4 Significant accounting policies (continued) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all property, plant and equipment, at rates calculated to write off the asset on a systematic basis over its expected useful life as follows: ·

Tenant furniture packs

- over 1.5 to 4 years

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Impairment of non-financial assets The Company assesses at each reporting date whether an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. The recoverable amount of an asset or cash generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount through an impairment in profit and loss unless the asset is carried at a revalued amount where the impairment loss of a revalued asset is a revaluation decrease.

An impairment loss recognised for all assets is reversed in a subsequent period if and only if the reasons for the impairment loss have ceased to apply.

Stocks Stocks are stated at the lower of cost and net realisable value. Costs include all costs incurred in bringing each product to its present location and condition, as follows: · Raw materials, consumables and goods for resale - purchase cost on a first-in, first-out basis · Work in progress and finished goods – cost of direct materials and labour plus attributable overheads based on a normal level of activity Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal.

All stocks related to operations at Palatine Beds Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above net of outstanding bank overdrafts.

17

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

1. Accounting Policies (continued) 1.4 Significant accounting policies (continued) Short-term debtors and creditors Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from the impairment are recognised in the income statement in other operating expenses.

Deferred Tax Deferred tax is recognised in respect of all timing differences which are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements except that: ¡ Where there are differences between amounts that can be deducted for tax for assets and liabilities compared with the amounts that are recognised for those assets and liabilities in a business combination a deferred tax asset shall be recognised; and ¡ Unrelieved tax losses and other deferred tax assets are recognised to the extent that the directors consider that it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

18

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

2. Analysis of Turnover

Income from Furniture Rentals Sales of goods Other income

2018 £'000 4,418 2,825 229 7,472

2017 £'000 6,003 3,203 162 9,368

2018 £'000 1,363 556 1,506 134 8 74 1,892 30 1,501 250 7,314

2017 £'000 1,489 755 1,389 151 59 93 2,237 (20) 1,657 351 8,161

3. Analysis of Operating Costs

Recharges from Parent undertaking - direct staff costs Recharges from Parent undertaking - direct non-staff costs Recharges from Parent undertaking - support costs Premises costs Transport costs Supplies & services Materials and purchases Bad debt expense Depreciation Gift aid

19

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

4. Operating Profit Depreciation of tangible assets Stock expensed during the year Auditors' fees For audit services For non audit services

2018 £'000 1,501 1,715

2017 £'000 1,657 850

5 1

5 4

5. Employee Information There are no employees within Abri Trading Limited.

6. Interest Payable Interest on group loans

2018 £'000 167

2017 £'000 167

7. Key Management Personnel All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel.

The Key Management Personnel of Abri Trading are employees or directors of the Parent, and do not receive remuneration from Abri Trading. The recharge of related costs paid by Abri Trading during the year totalled £Xk (2017: £89k).

20

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

8. Tax (a) Tax on surplus on ordinary activities The tax charge is made up as follows: 2018 £'000 Current tax: UK Corporation tax on profits for the period Adjustment in respect of previous periods Total current tax Deferred tax: Origination and reversal of timing differences Effect of changes in tax rates Total deferred tax Total tax per income statement (b) Tax charge reconciled to the total comprehensive income The tax charge is made up as follows: Profit on ordinary activities before tax Profit on ordinary activities multiplied by standard rate of corporation tax of 19% (2017 20%) Effects of group relief Adjustments from previous periods Tax rate changes Unprovided deferred tax Tax charge for the period (c) Unprovided deferred tax (asset)/liability Fixed asset timing differences At 31 March 2018

2017 £'000

10 10

74 62 136

(104) (104)

(246) 37 (209)

(94)

(73)

2018 £'000 26

2017 £'000 899

5 (111) 12 (94) 2018 £'000 -

180 (277) 62 37 (75) (73) 2017 £'000 -

(d) Factors affecting future tax charges The standard rate of UK corporation tax for the period was 19.00% (2016 20.00%). A reduction in the rate to 17% from 1 April 2020 were substantively enacted prior to the balance sheet date and have been applied to the company's deferred tax balance at the balance sheet date

21

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

8. Tax (continued) (e) Deferred tax The movement in the deferred taxation asset during the year was: At 1 April Statement of Comprehensive Income At 31 March The company's asset for deferred taxation consists of the tax effect of timing differences in respect of: Fixed asset timing differences At 31 March

2018 £'000 (209) (104) (313)

2017 £'000 (209) (209)

2018 £'000 (313) (313)

2017 £'000 (209) (209)

9. Tangible assets 2018 Cost: At 1 April 2017 Additions Net transfers to parent undertaking Net transfer from inventory Disposals At 31 March 2018 Depreciation and impairment: At 1 April 2017 Provided during the year Net transfers to parent undertaking Net transfer from inventory Disposals At 31 March 2018 As at 31 March 2018

Equipment £'000 4,384 356 (14) 345 (2,230) 2,841

2,243 1,295 (1,847) 1,691 1,150

As at 1 April 2017 2,141 See note 1.3 for further information on fixed asset transactions and presentation.

22

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

10. Stocks Abri Trading's stocks comprise the raw materials and finished goods relating to sales of Palatine Beds.

2018 2017 £'000 £'000 Raw materials and consumables 141 146 Finished goods 43 128 184 274 Stocks recognised as an expense in the period were £1,750,000 (2017: £850,000) included in Operating Costs (Note 3).

Stock values are shown net of a stock provision value of £73,000 (2017: £68,000)

11. Debtors Amounts owed from NCC Amounts owed from YHN Group companies Trade debtors Other debtors and prepayments Tax asset

2018 £'000 1,885 109 1,127 208 313 3,643

2017 £'000 1,796 56 999 202 209 3,262

23

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

12. Creditors: amounts falling due within one year

Amounts due to NCC Amounts owed to YHN Group companies Income received in advance Creditors and other accruals Tax liability

2018 £'000 333 437 10 780

2017 £'000 1,582 32 208 74 1,896

13. Creditors: amounts falling due in more than one year 2018 2017 £'000 £'000 Loans payable to parent undertaking 3,707 3,707 3,707 3,707 Interest is payable on amounts owed to parent undertakings at rates of 4.5% per annum.

The loan is repayable in 2020 and is shown in Creditors falling due in more than one

14. Financial Instruments 2018 £'000

2017 £'000

Financial liabilities measured at amortised cost Loans from parent undertaking Trade Payables

3,707 31

3,707 52

Financial assets measured at amortised cost Trade Receivables Cash

1,127 1,148

999 1,444

15. Reserves Profit and loss reserve This reserve represents the cumulative comprehensive income recognised in the company, less any dividends paid.

16. Share Capital 2018 2017 Unpaid share capital £1 £1 £1 £1 One share of £1 was issued to the Parent Your Homes Newcastle at the time of incorporation. No further issues or changes of ownership have occurred to 31 March 2018.

24

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2018

17. Related party transactions During the year the group entered into transactions, in the ordinary course of business with other related parties.

Entities with significant influence over the group Newcastle City Council (NCC) The Directors consider that NCC is the ultimate controlling party.

With the exception of petty cash transactions, all cash book payments and receipts are made via NCC's banking intermediaries with the net balance owing to or from the City Council being disclosed as a current asset or liability as appropriate.

Other YHN Group companies The YHN Group consists of the Parent Your Homes Newcastle, and the subsidiary undertakings Abri Trading Ltd and Asfaleia Ltd.

17. Related party transactions Sales to related party £’000 Entities with significant influence over the group 2018 2017

Purchases Amounts from owed from related related party party £’000 £’000

Amounts owed to related party £’000

987 850

142 150

1,892 1,796

-

508 953

170 3,799

109 56

4,042 5,289

-

351

-

-

Parent undertakings 2018 2017 Other group undertakings 2018 2017

25

Abri Trading Limited Annual Report and Financial Statements

2017-18

Notes to the Financial Statements at 31 March 2017

18. Parent undertaking and controlling party The company’s immediate parent undertaking is Your Homes Newcastle Limited, a company incorporated in England. Your Homes Newcastle Limited is the smallest group in which Abri Trading Limited is consolidated within. Consolidated financial statements of Your Homes Newcastle Limited are available on request from Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR. The company’s ultimate parent undertaking and controlling party is Newcastle City Council. Newcastle City Council is the largest group in which Abri Trading Limited is consolidated within. Consolidated financial statements are available on request from available on request from Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR.

26

Appendix 3

Asfaleia Limited (Community Benefit Society)

A YHN Group Subsidiary

Trustees’ report and financial statements For the year to 31 March 2018

Financial Conduct Authority Registration No: 7221

Contents

Page

Corporate Information: Board members, Company Secretary and Advisors

2

Chair’s Report

3

Structure, Governance and Management and Objectives and Activities

5

Trustees’ Report

8

Independent Auditors’ Report

14

Financial Statements

16

Notes to the Financial Statements

19

1

Corporate Information Board members, Company Secretary and Advisors Position

Name

Appointed

Chair

Steve Bramwell

19 September 2017

Independent board member

Rachel Taylor

19 September 2017

Dennis Hall

19 September 2017

YHN nominated board member

Doreen Huddart

3 December 2015

Helen Simpson

19 September 2017

Retired Board member in the year Position Chair

Name Nitin Shukla

Retired 19 September 2017

Independent board member

Alison Washbourne

19 September 2017

Gordon Burns

19 September 2017

Rachel Tshibuyi

19 September 2017

Lynn Stephenson

19 September 2017

YHN nominated board member

Company Secretary

Jill Davison

Registered Office Address

YHN House, Benton Park Road, Newcastle upon Tyne NE7 7LX

Company registration

A Community Benefit Society registered with the Financial Conduct Authority (registration number 7221)

Internal Auditors

Newcastle City Council Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8BR

2

External Auditors

Ernst and Young LLP Citygate, St James’ Boulevard, Newcastle upon Tyne, NE1 4JD

Solicitor

Mr John Softly, Assistant Director – Legal Services Chief Executive’s Office, Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8BR

Trading names

“Asfaleia”, “Ostara”, “CCAS” (Community Care Alarm Service).

3

Chair’s report This report provides a summary of the activity of Asfaleia Limited (Asfaleia) for the year ended 31 March 2018.

Asfaleia was registered as a Community Benefit Society on 5 October 2015 under the Co-operative and Community Benefit Societies Act 2014 with the Financial Conduct Authority (FCA). Your Homes Newcastle Limited is the sole member, as outlined in the Rules of the organisation.

As a Community Benefit Society, Asfaleia can receive gift aid payments from the commercial profits of Abri Trading Ltd. without risk of incurring Corporation Tax. Other income sources for Asfaleia include: • • • •

Sub-contract income from YHN Telecare income Income via grants Income via NCC for specific projects

During the year, the Board met quarterly, with a focus on the finances and performance of Asfaleia services.

To aid their understanding of the services provided by Asfaleia, members have also spent time with officers who work in these areas. Further, the new members participated in a comprehensive induction programme during the Autumn of 2017.

In headline terms, it was pleasing to see that Asfaleia met or exceeded the vast majority of its performance targets, as well as exceeding the financial target for the year. Further detail is set out in the Trustees’ Report below.

Work is continuing to develop a sustainable business plan for Ostara, recognising the valuable service that it provides our customers but also taking into consideration the financial context in which we operate. Since October 2015, we have built a sound foundation for the continuing development of a young but thriving enterprise. I am pleased to pay tribute to all of the staff who have contributed to our achievements and to my fellow Trustees and Board members for their support, counsel and guidance.

Steve Bramwell Chair

4

Structure, Governance and Management and Objectives and Activities Organisational Structure Asfaleia was registered as a Community Benefit Society on 5 October 2015 under the Co-operative and Community Benefit Societies Act 2014 with the Financial Conduct Authority (FCA). As outlined in the Rules, the Board members are the shareholders of Asfaleia Limited, each holding one share. No other membership is admitted.

Asfaleia Limited is a subsidiary of Your Homes Newcastle Limited, which owns a minority Shareholding in Asfaleia. Your Homes Newcastle Limited is a company registered in England that is controlled by Newcastle City Council.

Governance and Management Governing Document Asfaleia Limited is a Community Benefit Society registered with the Financial Conduct Authority (registration number 7221). The Rules of Asfaleia Limited set out its governance arrangements.

Appointment of Trustees The Rules require the independent members of the Board to be in the majority; with up to three nominees from the Board of Your Homes Newcastle Limited and up to four independent members, including the Chair. The independent members are appointed through an open, public recruitment process, which assesses candidates against a skills and experience matrix in addition to an interview.

Trustee Induction and Training New Trustees receive an orientation which briefs them on their legal obligations under charity and company law, the Charity Commission guidance on public benefit, the content of the Rules, the Board and decision-making processes, the business plan and recent financial performance of the Society. Trustees are encouraged to attend appropriate external training events where these will facilitate the undertaking of their role.

Organisation The Board, which can have up to seven Members, administers the Society. The board normally meets quarterly. The audit function is carried out by the YHN Group Audit and Risk Committee. The management staff are seconded from YHN and the principles of the scheme of delegation for YHN are applied within Asfaleia. In

5

summary, the strategic decisions are reserved to the board, while the day to day management of the organisation’s activities is delegated to appointed managers.

Aims and Objectives The aims of the organisation are aligned to and flow from its objects, namely the objects (purposes) of the Society are to benefit the public by: i)

the provision of relief by reason of poverty, homelessness, youth, age, family circumstances, unemployment, ill-health or any mental or physical disability; and

ii)

the promotion of education and training.

Public Benefit The Trustees confirm that in the course of their considerations throughout the year they have had regard to the Charity Commission guidance on public benefit.

Our Activities Asfaleia is responsible for the provision of the activities of Advice and Support, Young People’s Service, Ostara (previously the Community Care Alarm Service (CCAS)), Sheltered Housing and Employability. These services are provided in the context of contracts with Your Homes Newcastle Limited and the Ostara service is also made available to the wider public.

Related Parties and Co-operation with Other Organisations Any connection between a Trustee or a senior manager of the Society with any supplier or contractor with which Asfaleia conducts any business must be disclosed to the Board of Trustees in the same way as other contractual relationships with a related party. In the current year no such related party transactions were reported.

Pay Policy for Senior Staff The directors consider the Board of directors, who are the Trustees, and the senior management team, comprise the key management personnel of the Society in charge of directing and controlling, running and operating Asfaleia on a day to day basis. Board members receive an allowance of £3,000 per annum, with the Chair receiving an additional £1,000. Details of directors’ expenses and related party transactions are disclosed in note 23 to the accounts.

The pay of the senior staff, who are seconded from YHN, falls under the remit of the YHN Board.

6

Trustees’ Report The Trustees and Members of the Board of Asfaleia present their annual report together with the consolidated financial statements of the Society for the year ending 31 March 2018, which are also prepared to meet the requirements for a directors’ report and accounts for Companies Act purposes.

The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Rules of Asfaleia Limited and Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2015).

Review of the Year Financial Review This year has seen a strong financial performance by Asfaleia. It has achieved an underspend on the budgets for the year. New income streams have been generated through increased activity in managing extra care schemes for older people.

The major financial matter for the Trustees consideration during the period has been the performance of the Ostara alarm service. Our customer numbers dropped significantly at April 2017 following the removal of local authority funding for the service. The fall in income was not critical to Asfaleia as a whole, but brought into question the viability of the Ostara service. The Trustees have commissioned and received a report on the future options for the service and a business plan is being created to ensure the financial sustainability of Ostara into the future.

Financial Performance and Key Performance Indicators Asfaleia’s income sources include: • • •

Sub-contract income from YHN; Telecare income (Ostara), i.e. payments received from customers of the community alarm service; and Other income from Newcastle City Council for the supply and installation of equipment.

As a Community Benefit Society, Asfaleia can receive Gift Aid payments, including from the commercial profits of Abri Trading Ltd, a subsidiary of Your Homes Newcastle.

The net income position at 31 March 2018 was £(216,000).

7

The headline 2017-18 performance for Asfaleia services against the agreed key performance indicators was as follows: Service area

Reduce rent arrears for customers supported by Advice and Support Void rent loss from sheltered housing not to exceed target Tenancy turnover from sheltered housing not to exceed target Percentage of tenancies sustained which are supported by Asfaleia services Percentage of Your Homes Your Jobs trainees and YHN apprentices to move into education, training or employment

2017/18 Target £130

Performance against target £151

1.8%

2.39%

12%

10.16%

99.70%

99.79%

85%

85.71%

Principal Risk and Uncertainties The organisation has a risk register throughout the year that is reviewed on a quarterly basis by the Group Audit and Risk Committee.

Controls and additional improvement actions implemented during the year by the services to manage risk included: • •

The development of the Ostara brand to the wider public, diverting resources into marketing and sales activity Plans to arrange specific training for NCC and Health staff with the aim of encouraging more trusted partner referrals to Ostara

Risk Management The Trustees have a risk management strategy which comprises: • • •

An annual review of the principal risks and uncertainties that the Society faces The establishment of policies, systems and procedures to mitigate those risks identified in the annual review; and The implementation of procedures designed to minimise or manage any potential impact on the Society should those risks materialise.

This work has identified that financial sustainability is the major financial risk. A key element in the management of financial risk is a regular review of available liquid funds to settle debts as they fall due, regular liaison with the bank, and active management of trade debtors and creditors balances to ensure sufficient working capital is held.

8

Identified non-financial risks include fire, health & safety, and recruitment. These risks are managed through robust policies and procedures and regular training for staff.

Financial Risk Management Policy Asfaleia Limited holds no complex financial instruments. Cash balances generated from activities are initially held at Newcastle City Council before settlement. Other financial assets and liabilities, such as trade creditors and related party balances, arise directly from the society's operating activities. The main risks associated with financial assets and liabilities are set out below.

Interest Rate Risk Financial assets, liabilities, interest income and cash flows can be affected by movements in interest rates. The Board Members do not consider there to be any significant exposure. The society’s loans have fixed interest rates.

Investment Powers and Policy The Rules of Asfaleia state that the funds of or monies borrowed by the society (Asfaleia) may be invested by the Board in such manner as it determines. Asfaleia currently has no such investments, and cash balances are held at bank.

Reserves Policy and Going Concern Reserves are needed to bridge the gap between the spending and receiving of income and to cover any unforeseen expenditure requirements. The Gift Aid received from Abri Trading Limited optimises the balance between tax efficiencies and the need for reserve levels to be balanced across the Group. The Trustees consider that the ideal level of reserves as at 31 March 2018 would be ÂŁ333,000, as the table below illustrates, balances are in excess of this: Closing reserves at 31 March 2018 Target reserves

396,000 333,000

These reserves are all unrestricted, and no commitment has been made against them.

Going Concern The Trustees have reviewed the circumstances of Asfaleia and in particular the availability of the Gift Aid from Abri Trading and the other sources of income described in the financial statements and consider that adequate resources continue to be available to fund the activities of the organisation for the foreseeable future.

The Trustees are of the view that Asfaleia is a going concern.

Plans for Future Periods The Trustees are pleased to set out here the outlook for the 2018-9 financial year, by service.

9

Advice and Support Amidst the increasing demand for benefit advice, impacts of welfare reform regulations and funding reductions, the Advice and Support team will continue to provide personal support, debt and benefits guidance to clients, tenants and refugees to help sustain tenancies, prevent homelessness, promote independence and maximise income for the Housing Revenue Account (HRA).

Young People’s Service Like the Advice and Support Team, the Young People’s Service will face similar challenges in assisting clients to thrive in their community: • • • •

Increasing demand for services The impact of welfare reform regulations including bedroom tax and Universal Credit Funding reductions to the Supporting People budget Government proposals to restrict housing benefits for 18-21 year olds

Sheltered Housing Sheltered Housing will continue to: • • •

Prevent homelessness and sustain tenancies by providing appropriate support to vulnerable individuals and households, and to promote financial inclusion to maximise income for tenants and the housing revenue account Implement appropriate information technology solutions Provide a responsive, flexible support and care service, to reduce admissions to residential and nursing homes

Employability The Employability team will continue to be mindful of the changing labour market, tailoring specific support and targeting areas of under representation. Whilst maintaining and developing current partnerships with organisations, new opportunities will be explored for employment, training and courses with local businesses.

They will focus on reducing sickness absence, providing bespoke business start-up support, incorporating current priorities (e.g. digital, Universal Credit) into projects and, most importantly, maintain the successes achieved with the development and progression of their apprentices and trainees across YHN. Ostara The external review of Ostara in the Spring of 2017 has been developed into a draft Business Plan which will help inform the future direction of the service, in terms of developing a better offer to a wider population, with more trusted referrers and leading-edge technology.

10

YHN restructure The YHN Group is currently undergoing a restructure to ensure its operations are appropriately aligned to its objectives. As such, some of the teams referred to above may change their names and the way in which they are arranged in the Group structure, but this will not affect the services to be delivered to our customers.

Trustees’ Responsibilities in Relation to the Financial Statements The Trustees (who are also the Directors for the purposes of company law) are responsible for preparing a Trustees’ annual report and financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the Trustees to prepare financial statements for each year which give a true and fair view of the state of the affairs of the charitable Society and of the incoming resources and application of resources, including the income and expenditure, of the Society for that period. In preparing the financial statements, the Trustees are required to: • • • • •

Select suitable accounting policies and then apply them consistently Observe the methods and principles in the Charities SORP Make judgements and estimates that are reasonable and prudent State whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Society will continue in business.

The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the society and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the society and hence taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Trustees are responsible for the maintenance and integrity of the corporate and financial information. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

11

Statement as to Disclosure to Our Auditors In so far as the Trustees are aware at the time of approving our Trustees’ annual report: • •

There is no relevant information, being information needed by the auditor in connection with preparing their report, of which the auditor is unaware; and The Trustees, having made enquiries of fellow directors and the auditor that they ought to have individually taken, have each taken all steps that he/she is obliged to take as a director in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

By order of the Board of Trustees

Steve Bramwell Chair

Jill Davison Company Secretary

26 July 2018

12

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ASFALEIA LIMITED We have audited the financial statements of Asfaleia Limited for the year ended 31 March 2017 which comprise the Statement of Comprehensive Income, Statement of Changes in Reserves, the Statement of Financial Position, the Statement of Cash Flows and the related notes 1 to 23. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland.

This report is made solely to the Society’s members, as a body, in accordance with section 87 of the Co-operative and Community Benefit Societies Act 2014, and the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2015). Our audit work has been undertaken so that we might state to the Society’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Society and the Society’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Board and auditor As explained more fully in the Statement of the Responsibilities of the Board set out on page 12, the Board is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Society’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements In our opinion the financial statements: •

give a true and fair view of the state of the Society’s affairs as at 31 March 2017 and of its profit for the year then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’,

•

have been properly prepared in accordance with the Co-operative and Community Benefit Societies Act 2014, the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2015.

Matters on which we are required to report by exception We have nothing to report in respect of the following:

13

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ASFALEIA LIMITED (continued)

Under the Co-operative and Community Benefit Societies Act 2014, we are required to report to you if, in our opinion: •

the Society has not kept proper books and accounts; or

•

the Society has not maintained a satisfactory system of control over its transactions; or

•

we have not received all the information and explanations we require for our audit.

•

the financial statements are not in agreement with the Society’s book of accounts; or

Statutory Auditor Newcastle upon Tyne Date

14

Asfaleia Limited Annual Report and Financial Statements 2018

Financial Statements Statement of financial activities (including income and expenditure account) for the year ended 31 March 2018

2018 ÂŁ'000

2017* ÂŁ'000

3 4 5

278 5,940 66 6,284

898 9,505 71 10,474

5

(20)

(33)

(5,085) (1,390) (5) (6,500)

(8,106) (1,715) (5) (9,859)

-

(4)

(216)

612

612 396

612

(216)

612

Note Income Donations and legacies Income from charitable activities Other Income Total Income Expenditure Costs of raising funds: Other income Expenditure on charitable activities: Direct costs Support costs Governance costs Total Expenditure

6,7 8 9

Loss on disposal of fixed assets Net income and fund movement for the year Reconciliation of funds Total funds at beginning of the period Total funds at the end of the period Total comprehensive income for the period

The statement of financial activities includes all gains and losses recognised in the year.

All income and expenditure derive from continuing activities.

* 2017 audited figures relate to the 18 months ended 31 March 2017

15

Asfaleia Limited Annual Report and Financial Statements 2018

Financial Statements (continued)

Statement of financial position as at 31 March 2018

FCA number:7221

Note

2018 ÂŁ'000

2017 ÂŁ'000

12

117

129

13 14

37 730 1,240 2,007

46 602 1,002 1,650

15

(1,535) 472 589 (193)

(974) 676 805 (193)

Total Net Assets

396

612

The funds of the charity Unrestricted income funds Total charity funds

396 396

612 612

Fixed assets Tangible Assets Current Assets Stock Debtors Cash in bank and in hand

Creditors falling due within one year Net current assets Total assets less current liabilities Creditors falling due after more than one year

18

These financial statements have been prepared in accordance with the Co-operative and Community Benefit Societies Act 2014, FRS 102 and the Charities Statement of Recommended Practice (Charities SORP 2015).

These financial statements were approved by the Board on:

26-Jul-18

Signed S Bramwell Chair

* 2017 audited figures relate to the 18 months ended 31 March 2017

16

Asfaleia Limited Annual Report and Financial Statements 2018

Financial Statements (continued)

Statement of cash flows for the year ended 31 March 2018

Note

2018 ÂŁ'000

2017* ÂŁ'000

19

274

1,022

(59) 23 (36)

(213) (213)

Cash flows from financing activities: Cash inflows from new borrowing

-

193

Net cash flow used in financing activities

-

193

238

1,002

1,002 1,240

1,002

Net cash flow provided by operating activities Cash flows from investing activities: Purchase of property, plant and equipment Disposal of property, plant and equipment Net cash flow provided by investing activities

Change in cash and cash equivalents in the period Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period

* 2017 audited figures relate to the 18 months ended 31 March 2017

17

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements 1. Accounting policies and basis of preparation 1.1 Statement of compliance

Asfaleia Limited ("the Society") is registered as a Community Benefit Society in England with the Financial Conduct Authority, under the Co-operative and Community Benefit Societies Act 2014 (Registration no.

7221). The Registered Office is YHN House, Benton Park Road, Newcastle upon Tyne NE7 7LX. Asfaleia Limited is a non-profit Society limited by shares, with nothing allowed to be paid or transferred by way of profit to Shareholders of the Society.

The financial statements have been prepared on a going concern basis and in accordance with the Cooperative and Community Benefit Societies Act 2014, FRS 102 and the Statement of Recommended Practice for Charities (SORP) 2015. Asfaleia Limited ('the Society') meets the definition of a public benefit entity under FRS 102.

The financial statements have been prepared for the 12 months to the 31 March 2018.

In these financial statements, the Company has applied the exemptions available to under FRS 102 in respect of the following disclosures: - the requirements of Section 4 Statement of Financial Position paragraph 4.12 (a)(iv) The group in which the results of the Society are consolidated is Your Homes Newcastle Limited.

Consolidation financial statements of Your Homes Newcastle are available on request from Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR

1.2 Basis of preparation The financial statements were authorised for issue by the Board Members on 26 July 2018. The financial statements have been prepared in accordance with applicable accounting standards. The financial statements are prepared in sterling which is the functional currency of the group and rounded to the nearest ÂŁ'000.

1.3 Public Benefit Entity The Society is an public benefit entity whose objects are: - the charitable provision of relief of those in need by reason of poverty, youth, age, unemployment, illhealth or any mental or physical disability; - the promotion of education and training; - the advancement of such charitable purposes (according to the law of England and Wales) as the Board Members see fit from time to time.

* 2017 audited figures relate to the 18 months ended 31 March 2017

18

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements (continued) 1. Accounting policies and basis of preparation (continued) 1.4 Judgements and key source of estimation uncertainty The preparation of the Society’s financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date, and the amounts reported for revenues and expenses during the period.

However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements and sources of estimation uncertainty have had the most significant effect on the financial statements: Recoverability of stock and debtors Where there are indicators of slow moving or obsolete stock or slow recovery of debtors, the Company assesses whether a provision is required based on the assessment of the individual items and historic knowledge.

Fixed assets and stock accounting Asfaleia holds stock and fixed assets in relation to its Ostara care alarm services. These assets take the form of remote alarms, key safes and other support equipment. Supplies of equipment that have not been allocated to a customer are held as stock at cost price. Once an item is allocated to a customer it is transferred from stock to fixed assets and is held at depreciated cost value. If an item is returned by a customer, an assessment is made of the condition of the asset and it is either disposed and recorded as a loss on disposal, or returned to stock where it is held at the net book value of the asset at the time of its return. All repair costs to items are minor, and are expensed as they arise. Sales from stock are recorded as a cost of sale and expensed to the income statement.

1.5 Incoming resources Income is recognised when the Society has entitlement to the funds, any performance conditions attached to the item(s) of income have been met, it is probable that the income will be received and the amount can be measured reliably.

Donations, legacies and other forms of voluntary income are recognised as incoming resources when receivable, except insofar as they are incapable of financial measurement.

* 2017 audited figures relate to the 18 months ended 31 March 2017

19

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements (continued) 1. Accounting policies and basis of preparation (continued) 1.6 Fund accounting Income is recognised when the Society has entitlement to the funds, any performance conditions attached to the item(s) of income have been met, it is probable that the income will be received and the amount can be measured reliably.

Restricted funds - funds that can only be used for particular restricted purposes within the objects of the Society. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes.

1.7 Resources expended Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Irrecoverable VAT is charged as a cost against the activity for which the expenditure was incurred.

1.8 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows: Ostara alarm equipment:

5-10 years on cost

1.9 Financial instruments The Society only has financial assets and financial liabilities that qualify as basic financial instruments.

Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

1.10 Debtors Trade and other debtors are recognised at the settlement amount due after any trade discount offered.

Prepayments are valued at the amount prepaid net of any trade discounts due.

1.11 Cash at bank and in hand Cash at bank and in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening the deposit or similar account.

* 2017 audited figures relate to the 18 months ended 31 March 2017

20

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements (continued) 1. Accounting policies and basis of preparation (continued) 1.12 Creditors and provisions Creditors and provisions are recognised where the Society has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

1.13 Financial instruments All interest bearing loans and borrowings which are basic financial instruments are initially recognised at the present value of cash payable to the lender (including interest). After initial recognition they are measured at amortised cost using the effective interest rate method less impairment. The effective interest rate amortisation is included in finance revenue in the income statement.

* 2017 audited figures relate to the 18 months ended 31 March 2017

21

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements (continued)

2. Legal status of the Society Asfaleia is a community benefit society limited by shares and is incorporated in England under the Co-operative and Community Benefit Societies Act 2014.

3. Income from donations and legacies

Unrestricted funds: Donations Gifts

2018 £'000

2017* £'000

278 278

898 898

2018 £'000

2017* £'000

978

1,560

4,498 464 5,940

7,155 668 122 9,505

2018 £'000

2017* £'000

66 (20) 46

71 (33) 38

4. Income from charitable activities

Unrestricted funds: Ostara Telecare Income Subcontract income from parent company for services to: Newcastle City Council tenants Leazes Homes tenants Byker Community Trust tenants

5. Other income

Unrestricted funds: Ostara equipment sales Cost of sales

* 2017 audited figures relate to the 18 months ended 31 March 2017

22

Asfaleia Limited Annual Report and Financial Statements 2018 Notes to the Financial Statements (continued) 6. Analysis of expenditure on charitable activities

YHN direct staff charges Other YHN direct charges Premises Transport Supplies and services SLAs and recharges ICT applications Restructuring costs Interest payable Bad debt and stock write off Depreciation Direct costs total Support costs (note 8) Governance (note 9) Total 2018 Total 2017*

Advice and EmploySupport ability £'000 £'000 (951) (564)

Ostara £'000 (833)

Sheltered £'000 (824)

Young Peoples Service £'000 (1,369)

(5) (1) (29) (4) (990) (270) (1) (1,261)

(2) (53) (619) (169) (1) (789)

(19) (22) (74) (20) (48) (9) 10 (48) (1,063) (293) (1) (1,357)

(13) (4) (115) (7) (963) (262) (1) (1,226)

(26) (17) (38) (1,450) (396) (1) (1,847)

(1,862)

(1,001)

(2,346)

(1,879)

(2,738)

* 2017 audited figures relate to the 18 months ended 31 March 2017

Total 2018 £'000 (4,541)

Total 2017* £'000 (6,996)

(63) (46) (309) (31) (48) (9) 10 (48) (5,085) (1,390) (5) (6,480)

(120) (96) (561) (48) (81) (63) (12) (46) (83) (8,106) (1,715) (5)

(9,826)

23

Asfaleia Limited Annual Report and Financial Statements 2018 Notes to the Financial Statements (continued) 7. Summary Analysis of expenditure and related income for charitable activities Advice and EmploySupport ability £'000 £'000 Costs Ostara Telecare Income Subcontract income from parent company for service to: Newcastle City Council tenants Leazes Homes tenants Byker Community Trust tenants Net cost funded from other income 2018 Net cost funded from other income 2017

(1,261)

(789)

Young Shelter- Peoples Ostara ed Service £'000 £'000 £'000 (1,357)

(1,226)

(1,847)

978

Total 2018 £'000

Total 2017* £'000

(6,480)

(9,826)

978

1,560

1,231 -

613 -

-

689 464

1,965 -

4,498 464

7,154 669

-

-

-

-

-

-

122

(30)

(176)

(379)

(73)

118

(540)

144

(21)

(786)

(44)

386

* 2017 audited figures relate to the 18 months ended 31 March 2017

(321)

24

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements (continued)

8. Analysis of support costs Advice and EmploySupport ability £'000 £'000 YHN Overhead Charges: Finance Governance HR ICT Other Total 2018

(35) (36) (33) (49) (117) (270)

(22) (23) (21) (31) (73) (170)

Young Shelter- Peoples Ostara ed Service £'000 £'000 £'000 (38) (39) (36) (53) (127) (293)

(34) (35) (32) (48) (113) (262)

(51) (53) (49) (72) (170) (395)

Total 2018

Total 2017* £'000

(180) (186) (171) (253) (600) (1,390)

(282) (114) (205) (307) (807)

Total 2017* (329) (175) (396) (331) (484) (1,715) Support functions are provided by the Parent, Your Homes Newcastle Limited, and are apportioned to the activities of Asfaleia based on total direct operating expenditure.

9. Analysis of governance costs Audit fees Total

2018 £'000 (5) (5)

2017* £'000 (5) (5)

2018 £'000 (48) (9)

2017* £'000 (83) (12)

(5)

(5)

10. Net expenditure for the year This is stated after charging Depreciation Group interest payable Auditor's remuneration: Audit fees

* 2017 audited figures relate to the 18 months ended 31 March 2017

25

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements (continued) 11. Employee information b) Directors’ emoluments Aggregate emoluments payable to directors (including pension contribution and benefits in kind)

2018

2017*

£'000

£'000

6

2

The board members and YHN Executive comprise the key management personnel of the company. No board member received payment for professional or other services or supplies to the company. The board's remuneration and a share of the costs of the YHN executive team are charged to Asfaleia by the parent undertaking as a support cost.

12. Tangible fixed assets Ostara Equipment 2018 £'000 Costs As at 1 April 2017 Additions Transfers from inventory Transfers to inventory Disposals As at 31 March 2018

145 59

(38) 166

Total 2018 £'000 145 59 (38) 166

Depreciation As at 1 April 2017 Charge for period Transfers from inventory Transfers to inventory Disposals As at 31 March 2018

(15) 49

16 48 (15) 49

Net book value As at 1 April 2017

129

129

As at 31 March 2018

117

117

* 2017 audited figures relate to the 18 months ended 31 March 2017

16 48

26

Asfaleia Limited Annual Report and Financial Statements 2018

Notes to the Financial Statements (continued) 13. Stock Ostara equipment

2018 £'000

2017* £'000

37 37

46 46

£43,000 (2017*:£62,000) of inventories were recognised as an expense during the period, being £20,000 (2017*:£33,000) cost of sales, and £23,000 (2017*:£29,000) of stock written off.

14. Debtors Amounts owed from YHN Group companies Amounts owed from Newcastle City Council Trade debtors VAT debtors

2018 £'000

2017* £'000

409 164 94 63 730

421 11 73 97 602

15. Creditors

The financial statements were authorised for issue by the Board Members on 26 2018 July 2018. The 2017* financial statements h Amounts due to YHN Group companies Amounts due to Newcastle City Council Accruals Deferred income (note 16)

£'000

£'000

534 996 5 1,535

549 5 399 21 974

2018 £'000

2017* £'000

-

21 21

16. Deferred income Wise Group Ltd

* 2017 audited figures relate to the 18 months ended 31 March 2017

27

Asfaleia Limited Annual Report and Financial Statements 2018 Notes to the Financial Statements (continued) 17. Corporation tax Asfaleia Ltd is exempt from tax on income and gains within section 505 of the Taxes Act 1988 or section 252 of the Taxation of Chargeable Gains Act 1992 to the extent that these are applied to it's charitable objectives.

18. Creditors: amounts falling due after more than one year Loans payable to parent undertaking

2018 £'000

2017* £'000

193 193

193 193

2018 £'000

2017* £'000

(216)

612

The loan is repayable in full in 2025.

19. Notes to the statement of cash flows a) Reconciliation of net income for the period to net cash Net income for the period

Adjustments for: Depreciation charges 48 83 Loss/(profit) on the sale of fixed assets 4 Net increase of fixed assets from stock transfers (3) (Increase) in debtors (128) (602) (Increase) in stocks 9 (46) Increase in creditors 561 974 Net cash provided by operating activities 274 1,022 b) Analysis of cash and cash equivalents All cash and cash equivalents are held in the form of bank deposits at Asfaleia's current account facility.

20. Non-equity share capital Allotted and issued Issued during the period Cancelled during the period As at 31 March

2018 £

2017* £

4 (5) 5

7 (1) 6

The par value of each share is £1. The shares do not have a right to any dividend or distribution in a winding-up, and are not redeemable. Each share has full voting rights, and all members of the board own one share each.

* 2017 audited figures relate to the 18 months ended 31 March 2017

28

Asfaleia Limited Annual Report and Financial Statements 2018 Notes to the Financial Statements (continued) 21. Financial instruments Financial instruments measured at amortised cost: Loans from parent undertaking (note 18) Financial assets measured at amortised cost: Trade receivables Cash

2018 ÂŁ'000

2017* ÂŁ'000

193

193

94 1,240

73 1,002

22. Parent undertaking and controlling party The Society's immediate parent undertaking is Your Homes Newcastle Limited, a company incorporated in England. Your Homes Newcastle Limited is the smallest group in which Asfaleia is consolidated within. Consolidated financial statements of Your Homes Newcastle limited are available upon request from Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR. Newcastle City Council is the largest group in which Asfaleia is consolidated within. Consolidated financial statements are available on request from Civic Centre, Barras Bridge, Newcastle upon Tyne, NE1 8PR. The trustees consider Newcastle City Council to be the ultimate controlling party.

23. Related parties The financial statements were authorised for issue by the Board Members on 26 July 2018. The financial statements have been prepared in accordance with applicable accounting standards. The financial statements are prepared in sterling which is the functional currency of the group and rounded to the nearest ÂŁ'000.

Newcastle City Council Newcastle City Council is the sole shareholder of Your Homes Newcastle Limited (Asfaleia's parent company). Your Homes Newcastle holds a minority shareholding of Asfaleia Limited.

* 2017 audited figures relate to the 18 months ended 31 March 2017

29

Asfaleia Limited Annual Report and Financial Statements 2018 Notes to the Financial Statements (continued) 23. Related Party transactions (continued) Sales to related party £'000 Entities with significant influence over Asfaleia (Newcastle City Council): 2018 2017*

Immediate parent undertaking (Your Homes Newcastle): 2018 2017* Other group undertakings (Abri Trading): 2018 2017*

Purchases Amounts owed from related from related Amounts owed party party to related party £'000 £'000 £'000

43 71

-

164 11

996 399

4,974 7,945

6,445 9,617

409 421

727 549

898

-

-

-

* 2017 audited figures relate to the 18 months ended 31 March 2017

30

APPENDIX Appendix 4 4

Ernst & Young LLP Citygate St James’ Boulevard Newcastle upon Tyne NE1 4JD

[date]

Dear Sirs

Your Homes Newcastle Limited (YHN) The Directors of the company have performed an assessment of the appropriateness of the going concern basis of preparation of the statutory financial statements for the year ended 31 March 2018. The Directors have concluded that the company can continue to pay its liabilities as they fall due, or otherwise agreed with creditors, for a period of at least 12 months from the date of approval of the financial statements. In making that assessment the Directors confirm that they have considered the following factors:• • • • • •

The basis on which the conclusion has been drawn has been discussed and agreed with all Directors; Forecasts and budgets prepared for the year ending March 2019, extended for 12 months from the date of signing of the accounts and various sensitivities and risks associated within the assumptions thereon (including “stress testing” scenarios); Contingency plans in the event that trading forecasts were not met or major changes to anticipated cash flows arose; The availability of continuing finance from Newcastle City Council (NCC); The 10-year Management Agreement with NCC which came into force from 1st April 2016; The support from NCC to assist YHN in meeting its pension liabilities as and when they fall due, to the extent that money is not otherwise available to meet these liabilities.

Based on the above we can confirm that we believe that adequate finance facilities (bank facilities) will continue to be made available to the company for a period until at least 12 months after date of approval of the financial statements and that they will be satisfactorily renewed at their respective review dates.

Yours faithfully, on behalf of the Board of Directors Jo Boaden

Jill Davison

Chair

Company Secretary

Appendix 5

Appendix 6

Your Homes Newcastle Limited Audit results report for the year ended 31 March 2018 2 July 2018

Ernst & Young LLP

EY  i

Ernst & Young LLP Citygate St James’ Boulevard Newcastle upon Tyne NE1 4JD

Private and confidential The Group Audit and Risk Committee Your Homes Newcastle c/o YHN House Benton Park Road Newcastle upon Tyne NE7 7LX

Tel: 0191 247 2500 Fax: 0191 247 2501 www.ey.com

2 July 2018

Dear Sirs

Audit results board report We are pleased to attach our audit results board report for the forthcoming meeting of the Group Audit and Risk Committee.

This report summarises our preliminary audit conclusion in relation to Your Homes Newcastle Limited’s (Your Homes) consolidated financial position and results of operations for 2018.

The audit is designed to express an opinion on the 2018 consolidated financial statements and address current statutory and regulatory requirements. This report contains our findings related to the areas of audit emphasis, our views on Your Homes accounting policies and judgments and material internal control findings.

This report is intended solely for the information and use of the Group Audit and Risk Committee, Board of Directors and management. It is not intended to be and should not be used by anyone other than these specified parties.

We welcome the opportunity to discuss the contents of this report with you at the Committee meeting on 10 July 2018.

Yours faithfully

Caroline Mulley For and on behalf of Ernst & Young LLP United Kingdom Enc.

The UK firm Ernst & Young LLP is a limited liability partnership registered in England and Wales with registered number OC300001 and is a member firm of Ernst & Young Global Limited.

A list of members’ names is available for inspection at 1 More London Place, London SE1 2AF, the firm’s principal place of business and registered office. Ernst & Young LLP is a multi-disciplinary practice and is authorised and regulated by the Institute of Chartered Accountants in England and Wales, the Solicitors Regulation Authority and other regulators. Further details can be found at http://www.ey.com/UK/en/Home/Legal.SE1 2AF, the firm’s principal place of business and registered office.

EY  iii

Contents

Contents 1.

Overview of the audit ......................................................................................................................... 1

2.

Significant findings from the audit ...................................................................................................... 2

3.

Summary of audit differences ............................................................................................................ 6

4.

Independence confirmation: update ................................................................................................... 7

Appendix A

Draft letter of representation .......................................................................................... 8

The contents of this report are subject to the terms and conditions of our appointment as set out in our engagement letter of 18 April 2018.

This report is made solely to the Audit Committee, Directors and management of Your Homes in accordance with our engagement letter.

Our work has been undertaken so that we might state to the Group Audit and Risk Committee, Directors and management of Your Homes those matters we are required to state to them in this report and for no other purpose. To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the Group Audit and Risk Committee, Directors and management of Your Homes for this report or for the opinions we have formed. It should not be provided to any third-party without our prior written consent.

EY  i

Overview of the audit

1.

Overview of the audit Status of the audit Our audit work in respect of the opinion is substantially complete. The following items relating to the completion of our audit procedures were outstanding at the date of this report. ► Receipt of IAS 19 protocol letter from the pension fund auditors; Updated subsequent events review to date of approval of financial statements; and Receipt of signed letter of representation and going concern assessment.

Subject to satisfactory completion of the above procedures, we anticipate issuing an unqualified auditors’ report for the year ended 31 March 2018. ► ►

Audit findings and conclusions: significant risks Risk of fraud in revenue and expenditure recognition ► Our testing has not revealed any material misstatements with respect to revenue or expenditure recognition.

Risk of fraud or error, including management override of controls ► ►

We have not identified any material weaknesses in controls or evidence of material management override.

We have not identified any instances of inappropriate judgements being applied.

Audit findings and conclusions: other areas of audit emphasis The key areas of audit emphasis and related significant findings are set out in Section 2, and were as follows: ► Debtors recoverability, arrears and provisioning ►

Existence, obsolescence and valuation of stock and fixed assets

► ►

Pension accounting Provisions including redundancies, equal pay and holiday pay

►

Going concern

Control themes and observations We have not identified any significant control observations in relation during the course of our audit.

Summary of audit differences There are no uncorrected misstatement.

During our testing we identified some minor reclassifications, with no impact on the loss for the year, which have been corrected in the accounts - refer to section 3 of this report for further detail.

EY  1

Significant findings from the audit

2.

Significant findings from the audit The following outlines the basis for our assessment of the level of subjectivity and level of risk involved in accounting matters reported to you. In addition, our assessment of where judgments and estimates fall in a range of possible outcome is highlighted below.

2.1

Significant risks In this section of our report we outline the significant audit risks and related findings.

Risk of fraud in revenue recognition (Fraud Risk) Description and conclusion Under ISA (UK and Ireland) 240 there is a presumed risk that revenue may be misstated due to improper recognition.

We: ►

Reviewed and tested revenue recognition policies;

►

Reviewed the management agreements in place to ensure revenue recognition is appropriate; Performed analytical review procedures on significant income accounts, understanding trends and movements;

► ► ► ► ►

Reviewed and discussed with management any accounting estimates on revenue recognition for evidence of bias; Developed a testing strategy to test material revenue streams including agreeing a sample to supporting information; Performed test of details on expenditure to ensure appropriately recognised and associated recharges are in accordance with management agreements; Reviewed and tested revenue cut-off at the year-end; and

Tested the recoverability of significant debtor balances to cash receipts post year end.

We did not identify any other issues during the course of our work for reporting to the Audit Committee.

►

Risk of management override of controls (Significant Risk) Description and conclusion As identified in ISA (UK and Ireland) 240, management is in a unique position to perpetrate fraud because of their ability to directly or indirectly manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively.

We: ►

Tested the appropriateness of a sample of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;

► ►

Reviewed accounting estimates for evidence of management bias; Evaluated the business rationale for any significant unusual transactions;

►

Identified fraud risks during the planning stages;

►

Enquired of management about risks of fraud and the controls put in place to address those risks; Understanding the oversight given by those charged with governance of management’s processes over fraud;

► ► ►

Considered the effectiveness of management’s controls designed to address the risk of fraud; and Performed mandatory procedures regardless of specifically identified fraud risks.

We did not identify any significant issues during the course of our work for reporting to the Audit Committee.

EY  2

Significant findings from the audit

2.2

Other areas of audit emphasis We have summarised below the areas of significant accounting or auditing issues that have arisen during our year end procedures: Background

Conclusion

Debtors recoverability, arrears and provisioning There is a need to review debtors at the year end, in particular where there are amounts due from individuals, to consider if appropriate provision has been made for any known issues in respect of recoverability of these balances.

We have performed testing of trade debtor balances for recovery of amounts due post year end. Our testing indicates that where recovery has been limited, the balance has been appropriately provided for in accordance with management policy.

At 31 March 2018 the group has trade debtors totalling £1,655k, against which a provision of £226k has been made.

With respect to the NCC balance, we noted a number of historic balances totalling £169k. Discussions with management confirmed no bad debt provision has been allocated against this amount, as management consider the balance to be recoverable. This amount was not included in the agreement of balances with NCC in 2017/18.

In addition there are balances due from NCC of £8,906k.

We did not identify any other issues were identified from our work in this area.

Existence, obsolescence and valuation of stock and fixed assets This balance relates to items of furniture held either in stock or fixed assets. In previous years we identified a risk that these items are potentially damaged or obsolete. A provision may be required for obsolete/slow moving stock items.

During our testing, we noted that as part of management’s continued review of the assets held, management had actioned the write off of assets no longer identifiably in use. This resulted in write offs totalling £267k for YHN and £377k for Abri. Included in these amounts were £128k of accelerated depreciation for YHN and £79k for Abri.

We concur with this approach, no other issues were noted during our work.

EY  3

Significant findings from the audit

Background

Conclusion

Pension accounting The Tyne & Wear local government pension scheme actuary is able to separately identify the portion of the scheme relating to the Group’s staff. Accordingly, FRS 102 Section 28 Employee Benefits is applicable to the Group. The consequence of this is that, in the current and future years, the scheme deficit has to be recognised on the Group’s balance sheet.

We utilised EY pension specialists to challenge the appropriateness of the assumptions used in deriving the liabilities at 31 March 2018.

At the time of our reporting we are awaiting finalisation of the IAS 19 protocol procedures, however we do not anticipate any issues on completion of this work.

Funding of Your Homes Group’s participation in the local government pension scheme will continue to have an impact on both Your Homes Group cash flows and balance sheet liabilities.

The pension liability is the most significant liability £25.540 million (2017 £23.190 million) on the Group’s balance sheet and is calculated through use of a number of actuarial assumptions. A small movement in these assumptions could have a material impact on the balance sheet.

Provisions including redundancies, equal pay and holiday pay Provisions are typically estimated based on a number of assumptions leading to a range of potential outcomes. Selecting assumptions and measuring the impact of identified exposures requires management to apply judgement.

Included in provisions at 31 March 2018 are the following amounts: ► ►

Redundancy provision £1.8m Holiday Pay accrual £530k

We have understood the basis of the provisions required at the yearend for redundancies and equal pay and the holiday pay accrual.

We have tested the supporting calculations and evidence and confirmed that the criteria have been met to recognise a liability at the balance sheet date.

There are no other issues arising from this work.

EY  4

Significant findings from the audit

Background

Conclusion

Going concern On approval of the financial statements, the Board is required to assess whether Your Homes Group is a going concern, which is defined as being able to operate its current business, within available facilities, for a period of at least 12 months from the date of approval of the financial statements.

Whilst Your Homes Group trades profitably, as a result of the pension accounting, Your Homes Group has an excess of liabilities over assets in the Balance Sheet.

At the time of our reporting we are awaiting receipt of management assessment of going concern providing confirmation from management that YHN will continue to trade profitably and in accordance within available facilities for a period of at least 12 months from the point of approval of the accounts and therefore it is appropriate to prepare the accounts on a going concern basis.

We do not anticipate any issues arising from the completion of this work.

Your Homes Group has obtained confirmation from NCC, confirming their assistance to Your Homes Group in meeting its pension liabilities as and when they fall due, to the extent that money is not otherwise available.

EY  5

Summary of audit differences

3.

Summary of audit differences In the normal course of any audit, we identify misstatements between amounts we believe should be recorded in the financial statements and the disclosures and amounts actually recorded. These differences are classified as ‘known’ or ‘judgemental’. Known differences represent items that can be accurately quantified and relate to a definite set of facts or circumstances. Judgemental differences generally involve estimation and relate to facts or circumstances that are uncertain or open to interpretation.

We have included all known amounts greater than £38.4k relating to Your Homes.

There is one uncorrected misstatement: ►

Abri trading (note 11 debtors) – Trade debtors totalling £1.142m includes £169k of historic debtor balances with NCC. Considering the age of this debt, we consider it prudent to allocate a bad debt provision against this amount. This is an area of management judgement and would have an impact on the loss for the finical year.

The following misstatements to the financial statements have been corrected by management: ►

►

►

►

► ►

►

►

Your Homes (note 12 debtors) - reclassification of £524k of trade debtors and £41k of prepayments and accrued income to amounts owed by NCC. Yours Homes (note 13 creditors) - reclassification of £76k of creditors and other accruals and £16k of income in advance to amounts due to NCC. Your Homes (note 13 creditors) - reclassification of £87k of creditors and other accruals to amounts due to other YHN companies.

Abri trading (note 11 debtors) – reclassification of amounts owed from NCC totalling £65,000 to trade debtors; and Abri trading (note 11 debtors) - reclassification of £86k from trade debtors to YHN group companies; Abri trading (note 12 creditors, amounts falling due within one year) – reclassification of £370k VAT creditor moved from creditors and other accruals to other tax and social security; YHN Group accounts (note 12 debtors) – reclassification of £63k from trade debtors to other tax and social security; and YHN Group accounts (note 13 creditors) – reclassification of £63k from trade creditors to other tax and social security.

There are no amounts we identified that are individually or in aggregate material to the financial statements at 31 March 2018.

EY  6

Independence confirmation: update

4.

Independence confirmation: update We confirm there are no changes in our assessment of independence since our confirmation in our audit planning board dated 20 February 2018. We complied with the APB Ethical Standards and in our professional judgement the firm is independent and the objectivity of the audit engagement partner and audit staff has not been compromised within the meaning of regulatory and professional requirements.

The following fees have been incurred and/or approved in respect of non-audit services (excluding VAT) for the year ended 31 March 2018.

Description of relationship or service Group corporation tax compliance services relating to the prior year Total

Type of independence threat Self-interest

Amount ÂŁ

1,900

Safeguards adopted and reasons considered to be effective A seperate team to the audit team is providing this compliance service

1,900

We consider that our independence in this context is a matter that should be reviewed by both you and ourselves.

It is therefore important that you and your Board/Audit Committee consider the facts of which you are aware and come to a view. If you wish to discuss any matters concerning our independence, we will be pleased to do so at the forthcoming meeting of the Audit Committee on 10 July 2018.

EY  7

Draft letter of representation

Appendix A

Draft letter of representation

This letter of representations is provided in connection with your audit of the consolidated and parent company financial statements of Your Homes Newcastle Limited (“the Group and Company�) for the year ended 31 March 2018. We recognise that obtaining representations from us concerning the information contained in this letter is a significant procedure in enabling you to form an opinion as to whether the consolidated and parent company financial statements give a true and fair view of the Group and Company financial position of Your Homes Newcastle Limited as of 31 March 2018 and of its financial performance and its cash flows for the year then ended in accordance with, for the Group, UK GAAP, FRS 102, and for the Company, UK GAAP, FRS 102.

We understand that the purpose of your audit of our consolidated and parent company financial statements is to express an opinion thereon and that your audit was conducted in accordance with International Standards on Auditing (UK), which involves an examination of the accounting system, internal control and related data to the extent you considered necessary in the circumstances, and is not designed to identify - nor necessarily be expected to disclose - all fraud, shortages, errors and other irregularities, should any exist.

Accordingly, we make the following representations, which are true to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves: A. Financial Statements and Financial Records 1.

We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter dated 18 April 2018, for the preparation of the financial statements in accordance with, for the Group UK GAAP, FRS102, and for the Company UK GAAP, FRS102.

2.

We acknowledge, as members of management of the Group and Company, our responsibility for the fair presentation of the consolidated and parent company financial statements. We believe the consolidated and parent company financial statements referred to above give a true and fair view of the financial position, financial performance and cash flows of the Group in accordance with UK GAAP, FRS102 and for the Company in accordance with UK GAAP, FRS102, and are free of material misstatements, including omissions. We have approved the financial statements.

3.

The significant accounting policies adopted in the preparation of the Group and Company financial statements are appropriately described in the Group and Company financial statements.

4.

As members of management of the Group and Company, we believe that the Group and Company have a system of internal controls adequate to enable the preparation of accurate financial statements in accordance with UK GAAP, FRS102 for the Group and UK GAAP, FRS102 for the Company that are free from material misstatement, whether due to fraud or error.

5.

There are no unadjusted audit differences identified during the current audit and pertaining to the latest period presented.

EY  8

Draft letter of representation

B. Non-compliance with laws and regulations, including fraud 1. We acknowledge that we are responsible to determine that the Group and Company’s business activities are conducted in accordance with laws and regulations and that we are responsible to identify and address any noncompliance with applicable laws or regulations, including fraud.

2. We acknowledge that we are responsible for the design, implementation and maintenance of internal controls to prevent and detect fraud.

3. We have disclosed to you the results of our assessment of the risk that the consolidated and parent company financial statements may be materially misstated as a result of fraud.

4. We have no knowledge of any identified or suspected non-compliance with laws or regulations, including fraud, that may have affected the Group or Company (regardless of the source or form and including without limitation, any allegations by “whistleblowers”), including non-compliance matters: •

Involving financial improprieties

•

Related to laws or regulations that have a direct effect on the determination of material amounts and disclosures in the consolidated and parent company financial statements

•

Related to laws or regulations that have an indirect effect on amounts and disclosures in the consolidated and parent company financial statements, but compliance with which may be fundamental to the operations of the Group and Company’s business, its ability to continue in business, or to avoid material penalties

•

Involving management, or employees who have significant roles in internal control, or others

•

In relation to any allegations of fraud, suspected fraud or other noncompliance with laws and regulations communicated by employees, former employees, analysts, regulators or others.

C. Information Provided and Completeness of Information and Transactions 1.

We have provided you with: •

Access to all information of which we are aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;

•

Additional information that you have requested from us for the purpose of the audit; and

•

Unrestricted access to persons within the entity from whom you determined it necessary to obtain audit evidence.

EY  9

Draft letter of representation

2.

All material transactions have been recorded in the accounting records and are reflected in the consolidated and parent company financial statements.

3.

We have made available to you all minutes of the meetings of shareholders, directors and committees of directors (or summaries of actions of recent meetings for which minutes have not yet been prepared) held through the period to the most recent meeting on the following date: [list date].

4.

We confirm the completeness of information provided regarding the identification of related parties. We have disclosed to you the identity of the Group and Company’s related parties and all related party relationships and transactions of which we are aware, including sales, purchases, loans, transfers of assets, liabilities and services, leasing arrangements, guarantees, non-monetary transactions and transactions for no consideration for the period ended, as well as related balances due to or from such parties at the [period] end. These transactions have been appropriately accounted for and disclosed in the consolidated and parent company financial statements.

5.

We believe that the significant assumptions we used in making accounting estimates, including those measured at fair value, are reasonable.

6.

We have disclosed to you, and the Group and Company has complied with, all aspects of contractual agreements that could have a material effect on the consolidated and parent company financial statements in the event of noncompliance, including all covenants, conditions or other requirements of all outstanding debt.

D. Liabilities and Contingencies 1.

All liabilities and contingencies, including those associated with guarantees, whether written or oral, have been disclosed to you and are appropriately reflected in the consolidated and parent company financial statements.

2.

We have informed you of all outstanding and possible litigation and claims, whether or not they have been discussed with legal counsel.

3.

We have recorded and/or disclosed, as appropriate, all liabilities related litigation and claims, both actual and contingent, and have disclosed in the notes to the consolidated and parent company financial statements all guarantees that we have given to third parties.

4.

No claims in connection with litigation have been or are expected to be received.

E. Subsequent Events 1.

There have been no events subsequent to period end which require adjustment of or disclosure in the consolidated and parent company financial statements or notes thereto.

F. Group audits 1. There are no significant restrictions on our ability to distribute the retained profits of the Group because of statutory, contractual, exchange control or other restrictions other than those indicated in the Group financial statements.

2. Necessary adjustments have been made to eliminate all material intra-group EY  10

Draft letter of representation

unrealised profits on transactions amongst parent company, subsidiary undertakings and associated undertakings.

G. Other information 1. We acknowledge our responsibility for the preparation of the other information. The other information comprises the Strategic Report and the Directors’ Report.

2. We confirm that the content contained within the other information is consistent with the financial statements.

H. Going Concern 1. Note 1 to the consolidated and parent company financial statements discloses all of the matters of which we are aware that are relevant to the Group and Company’s ability to continue as a going concern, including significant conditions and events, our plans for future action, and the feasibility of those plans.

I.

Estimates

1. We believe that the measurement processes, including related assumptions and models, used to determine the accounting estimate(s) have been consistently applied and are appropriate in the context of UK GAAP, FRS102.

2. We confirm that the significant assumptions used in making accounting estimates appropriately reflect our intent and ability to carry out specific courses of action on behalf of the entity, where relevant to the accounting estimates and disclosures.

3. We confirm that the disclosures made in the consolidated and parent company financial statements with respect to the accounting estimate(s) are complete and made in accordance with UK GAAP, FRS102.

4. We confirm that no adjustments are required to the accounting estimate(s) and disclosures in the consolidated and parent company financial statements due to subsequent events.

J.

Retirement benefits

1.

On the basis of the process established by us and having made appropriate enquiries, we are satisfied that the actuarial assumptions underlying the scheme liabilities are consistent with our knowledge of the business. All significant retirement benefits and all settlements and curtailments have been identified and properly accounted for.

EY  11

EY | Assurance | Tax | Transactions | Advisory Ernst & Young LLP Š Ernst & Young LLP. Published in the UK. All Rights Reserved.

The UK firm Ernst & Young LLP is a limited liability partnership registered in England and Wales with registered number OC300001 and is a member firm of Ernst & Young Global Limited.

Ernst & Young LLP, 1 More London Place, London, SE1 2AF.

ey.com

Appendix 7 (A) INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF YOUR HOMES NEWCASTLE LIMITED

Opinion We have audited the financial statements of Your Homes Newcastle Limited (‘the parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2018 which comprise the Group Statement of Comprehensive Income, the Group statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Financial Position, the Company Statement of Financial Position, the Group Statement of Cash Flows and the related notes 1 to 20, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements: •

give a true and fair view of the group’s and of the parent company’s affairs as at 31 March 2018] and of the group’s loss for the year then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report below. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: •

the directors’ use of the going concern basis of accounting in the preparation of the financial

•

statements is not appropriate; or

•

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

2

Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: •

the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•

the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: •

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•

the parent company financial statements are not in agreement with the accounting records and returns; or

•

certain disclosures of directors’ remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit

3

Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page X, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Caroline Mulley (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Newcastle upon Tyne Date

Commented [CM1]: Insert page number

4

Appendix 7(B) INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ABRI TRADING LIMITED

Opinion We have audited the financial statements of Abri Trading Limited for the year ended 31 March 2018 which comprise the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Financial Position and the related notes1 to 18, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements: •

give a true and fair view of the company’s affairs as at 31 March 2018 and of its profit for the year then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report below. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: •

the directors’ use of the going concern basis of accounting in the preparation of the financial

•

statements is not appropriate; or

•

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

5

Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: •

the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•

the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: •

adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us; or

•

the financial statements are not in agreement with the accounting records and returns; or

•

certain disclosures of directors’ remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit.

6

Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page X, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed

Caroline Mulley (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Newcastle upon Tyne Date

Commented [CM2]: To insert page number

7

Appendix 7(C) INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ASFALEIA LIMITED

Opinion We have audited the financial statements of Asfaleia Limited (the Society) for the year ended 31 March 2018 which comprise Statement of Financial Activities (including income and expenditure account), the Statement of Financial Position, the Statement of Cash Flows and the related notes 1 to 23, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements: •

give a true and fair view of the Society’s affairs as at 31 March 2018 and of its net expenditure for the year then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report below. We are independent of the Society in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: •

the Board’s use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

•

the Board have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Society’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Board is responsible for the other information.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

8

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception In the light of the knowledge and understanding of the Society and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or trustees’ annual report.

We have nothing to report in respect of the following: Under the Co-operative and Community Benefit Societies Act 2014, we are required to report to you if, in our opinion: •

the Society has not kept proper books and accounts; or

•

the Society has not maintained a satisfactory system of control over its transactions; or

•

we have not received all the information and explanations we require for our audit.

•

the financial statements are not in agreement with the Society’s book of accounts; or

Under the Housing and Regeneration Act 2008, we are required to report to you if, in our opinion: •

the Society has not kept proper accounting records of its transactions and its assets and liabilities in relation to its housing activities; and

•

the Society has not maintained a satisfactory system of control of those records, its cash holdings and its receipts and remittances in relation to those activities

Responsibilities of Board As explained more fully in the Statement of the Responsibilities of the Board set out on page x, the Board is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board is responsible for assessing the Society’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board either intend to liquidate the Society or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it

Commented [CM3]: Page number to insert

9

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report This report is made solely to the Society’s members, as a body, in accordance with section 87 of the Co-operative and Community Benefit Societies Act 2014, the Housing and Regeneration Act 2008 and the Accounting Direction for Private Registered Providers of Social Housing from April 2015. Our audit work has been undertaken so that we might state to the Society’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Society and the Society’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Ernst & Young LLP Statutory Auditor Newcastle upon Tyne Date Ernst & Young LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006

Appendix 8

Steve Bramwell Chair of Asfaleia Ltd YHN House Benton Park Road Newcastle Upon Tyne NE7 7LX [DATE]

Dear Steve

Continued YHN support to Asfaleia Ltd

I am writing on behalf of the Board to reconfirm that YHN will support Asfaleia through its delivery of its budget and performance targets. At its meeting on 31 July 2018, Board members confirmed that the terms of the Service Agreement between YHN and Asfaleia remain in place.

In particular, Clause 12.1 confirms that YHN “shall provide and evidence such support for the Subsidiary as shall be required to enable the Subsidiary’s auditors to confirm from time to time to the Subsidiary’s board of directors that the Subsidiary is and will continue to be able to meet its debts as they fall due and is otherwise a ‘going concern’”.

Yours faithfully, on behalf of the Board

Jo Totton

Chair

To be first for housing

Your Homes Newcastle Board 31 July 2018 TITLE

Re-election of Directors and Vice Chair

AUTHOR

Jill Davison - Company Secretary

COMPANY

Your Homes Newcastle

ACTION REQUIRED

For Approval

SUMMARY

This report considers the recommendation from the Remuneration & Nominations Committee to re-appoint Board members eligible for reelection, and the recommendation for the position of Vice Chair.

STRATEGIC OBJECTIVES

1. Revolutionary services that support successful living 2. Amazing places where people are proud to live 3. Strong business fit for today, ready for tomorrow

STRATEGIC RISK REGISTER

NUMBER & TITLE LIKELIHOOD

N/A

IMPACT

N/A

N/A

FINANCIAL / VALUE FOR MONEY IMPLICATIONS

Board members are paid an allowance of £3,000

CUSTOMER IMPACT / VIEWS

N/A

EQUALITY & DIVERSITY CONSIDERATIONS

YHN recruitment and selection policies and procedures

Your Homes Newcastle Re-election of Directors and Vice Chair 1.

Purpose of report

1.1 The purpose of this report is to update Board on the recommendations of the Remuneration and Nominations committee regarding Directors reappointments and to seek approval for the appointment of a Vice Chair.

2.

Background information

2.1 The YHN Board is made up of 12 Board members from two constituent groups (eight independent members and four Council nominated members). The current Articles of Association require the independent members to stand down on a rotational basis at the Annual General Meeting.

2.2 Our current governance documents state that Board Members can serve a maximum of three terms (i.e. a maximum of nine years) and are eligible to put themselves forward at the end of their first and second terms.

2.3 The terms of reference for the Remuneration & Nominations committee set out the delegations from Board, and the committee has the following responsibilities regarding Board appointments; • •

to make recommendation to the YHN Board on Board appointments Regularly review the structure, size, composition and balance of skills, knowledge, experience and diversity of the Board and make recommendations to the Board with regard to any changes, giving due regard to the outcomes of the annual board evaluation and appraisal process

2.4 The Remuneration and Nominations committee met on the 12 July 2018 to consider the skills audit of the current Board composition and the supporting statements of the Board members seeking re-election.

3.

Issues and concerns

3.1 Board are aware of the on-going work to amend the current Articles of association and that this work has not concluded at the time of the Board meeting. For that reason, the current Articles are still in operation and it is intended that the company will go ahead and hold an Annual General Meeting in September 2018.

3.2 Following Board approval, the Independent Board members due to retire will be formally re-appointed by resolution at the AGM, for a term of three years.

3.3 Vice Chair In accordance with the current article 34 (3); The Board may appoint up to two vice or deputy chairs to act in the absence of the Chair on such terms as the Board shall think fit.

At the YHN Board meeting in July 2017, the Board approved the appointment of Joyce McCarty as Vice Chair, subject to annual review.

3.4 As the company is going through a transition period in relation to the governance arrangements, awaiting the formal adoption of updated Articles and a thorough review of the governance handbook, the Chair is recommending that the appointment of Joyce McCarty as Vice Chair is agreed for another term of one year, to ensure continuity during this time.

4.

Conclusion and recommendations

4.1 The Remuneration and Nominations committee are recommending to the Board the following Directors are reappointed to the YHN Board; • • •

Richard Clark Kevin Lowry Helen Simpson

4.2 Board are recommended to: a) Accept the recommendation of the Remuneration and Nominations Committee for the appointment, at the Annual General Meeting, of the Board members list above, and b) Approve the appointment of Joyce McCarty as YHN Board Vice Chair

Background Papers - Articles of association - Group Governance Handbook Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact Jill Davison by telephone on 0191 278 8624 or email jill.davison@yhn.org.uk

To be first for housing

Your Homes Newcastle Board 31 July 2018 TITLE

Slavery and Human Trafficking Statement

AUTHOR

David Langhorne – Assets and Development Director

COMPANY

Your Homes Newcastle

ACTION REQUIRED

For Approval

SUMMARY

This report includes the 2017/18 Modern Slavery Statement, as required under the Modern Slavery Act 2015, for approval by Board.

STRATEGIC OBJECTIVES

3. Strong business fit for today, ready for tomorrow

STRATEGIC RISK REGISTER

NUMBER & TITLE

N/A – regulatory requirement

LIKELIHOOD IMPACT FINANCIAL / VALUE FOR MONEY IMPLICATIONS

There are no financial/VFM implications associated with this report.

CUSTOMER IMPACT / VIEWS

The incorporation of Modern Slavery into our mandatory safeguarding training will help ensure our staff are equipped to recognise and report any related concerns across our customer base.

EQUALITY & DIVERSITY CONSIDERATIONS

Compliance with the Modern Slavery Act 2015 will help YHN promote equality and diversity across its business, the City and its supply chain.

Your Homes Newcastle Slavery and Human Trafficking Statement 1.

Purpose of report

1.1

The purpose of the report is to seek Board approval of the Statement covering the 2017-18 financial year.

2.

Background information

2.1

Legislation, in the form of the Modern Slavery Act 2015 (the Act), received Royal Assent on 26 March 2015.

2.2

The Act consolidates various offences relating to human trafficking and slavery. It covers

2.3

•

Slavery – where ownership is exercised over a person;

•

Servitude – involving the obligation to provide services imposed by coercion;

•

Forced or compulsory labour involving work or services exacted from any person under the menace of a penalty and for which the person has not offered himself voluntarily and;

•

Human trafficking involving arranging or facilitating the travel of another with a view to exploiting them.

The act includes provisions to:•

Enable the Secretary of State to make regulations relating to the identification of and support for victims;

•

Make provision for independent child trafficking advocates;

•

Introduce a new reparation order to encourage the courts to compensate victims where assets are confiscated from perpetrators;

•

Close gaps in the law to enable law enforcement to stop boats where slaves are suspected of being held or trafficked; and

•

Require businesses over a certain size and threshold to disclose each year what action they have taken to ensure there is no modern slavery in their business or supply chain.

2.4

An additional clause was added retrospectively and came into force in October 2015, which requires all commercial businesses in the UK with a turnover of £36 million or more to disclose, in an annual slavery and human trafficking statement on their website, what steps they have taken during the financial year to ensure their business and supply chains are slavery free.

2.5

Failure to produce the required statement, where applicable, could result in the Secretary of State seeking an injunction but in practice is more likely to risk being “named and shamed”.

2.6

The Statement must be approved by the Board and signed by a director before being published on the company’s website with a prominent link on the homepage within six months of the financial year end i.e. 30th September.

2.7

YHN published its first Slavery and Human Trafficking Statement for 2015/16 following Board Approval in June 2016, with a subsequent 2016/17 Statement approved in August 2017.

3.

The Options

3.1

Whilst a Statement template is not provided under the legislation, the Act does recommend that it contains: •

An outline of the organisation’s structure, business and supply chains;

•

Policies in relation to slavery and human trafficking;

•

Due diligence processes in relation to slavery and human trafficking in the organisation’s business and supply chains;

•

Identification of parts of the business and supply chains where there is a risk of slavery and human trafficking and the steps taken to assess and manage that risk;

•

An assessment of its effectiveness in ensuring slavery and trafficking are not taking place in its business or supply chains measured against performance indicators it considers appropriate; and

•

Information about training concerning slavery and human trafficking that’s available to staff.

3.2

Appendix 1 details YHN’s 2017/18 Statement, which represents an ongoing commitment to address the issue of Modern Slavery.

3.3

It should be noted that the annual Statement only applies to YHN’s supply chain and does not include suppliers that undertake work for the Council that YHN manages but are funded through the Housing Revenue Account. The Council was consulted about this and agrees with the approach we are taking.

3.4

Whilst there is no requirement and it is perhaps impossible to guarantee that slavery and trafficking does not exist somewhere within an organisation’s supply chain, the annual Statement is:•

Designed to demonstrate that an organisation is aware of the issue;

•

Is not driving the use of modern day slavery practices through purchasing and procurement practices; and is

•

Taking effective steps to stop modern day slavery practices in its supply chains.

4.

Conclusion and recommendations

4.1

Board is recommended to: -

Approve the Slavery and Human Trafficking Statement (Appendix 1) for signature by a director and for publication on the YHN website by 30 September 2018.

Background Papers - Slavery and Human Trafficking Statement (2016/17), YHN Board, 8 August 2017 - Slavery and Human Trafficking Statement (2015/16), YHN Board, 21 June 2016 Contact Officer: If you have any questions about this report that you would like clarifying before the meeting, you can contact John Henderson by telephone on 0191 278 7770 or email john.henderson@yhn.org.uk

Your Homes Newcastle

Your Homes Newcastle (YHN) Slavery and Human Trafficking Statement Financial Year 2017 / 2018

Introduction Your Homes Newcastle ("the company") is a not-for-profit Arms-Length Management Organisation (ALMO) and a wholly owned subsidiary of Newcastle City Council. We were set up in 2004 to manage the Council's properties, to improve housing in order to meet the Government's Decent Homes standard and to provide a range of support services for Newcastle City Council and other landlords. We currently manage:• •

27,400 council and leasehold homes on behalf of Newcastle City Council; and Over 600 homes on behalf of Leazes Homes.

Our Structure, Business and Supply Chains We have a group structure with Your Homes Newcastle as the parent company along with two subsidiaries. The two subsidiaries are Asfaleia Limited a charitable subsidiary, and Abri Limited, a trading subsidiary.

• •

Your Homes Newcastle provides our core housing management and administrative functions; Asfaleia Limited delivers our community care alarm service, sheltered housing service, young peoples' service, advice and support service and employability services; and

•

Abri Limited includes the Newcastle Furniture Service (NFS) and Palatine Beds.

Further information about our activities is detailed on our web site at http://www.yhn.org.uk/ Our tier one supply chain is made up of UK/European based suppliers. Total buying value in 2017/18 for the group was £6.7m across 406 suppliers with the top 5% (20) of suppliers accounting for 75% (£5.1m) of expenditure. The main categories are summarised below:White goods, small electrical and furniture items for NFS

£2.3m (35%)

Information technology and telephony

£0.8m (12%)

Raw materials to manufacture beds for Palatine

£0.8m (11%)

Healthcare Services

£0.2m (1%)

Utilities

£0.3m (4%)

Printing

£0.1m (2%)

Miscellaneous Other

£2.2m (33%)

TOTAL

£6.7m (100%)

Policies in Relation to Slavery and Human Trafficking YHN has a zero-tolerance approach to any form of modern slavery and trafficking.

This is supported by our Modem Slavery Policy that was developed and implemented during 2016/17. As well as setting out our approach the Policy details how it will be communicated and how we will ensure compliance, as well as deal with any breaches.

In addition, we have a comprehensive Corporate Procurement Strategy, supported by a number of policies including Anti Bribery, Fraud and Corruption, Whistle blowing and Corporate Equality, as part of our public sector equality duty which includes the elimination of unlawful discrimination.

YHN are also committed to continually assess the recruitment procedures and practices in order to comply with current employment legislation, and recruit staff according to best practice. During 2016/17 we updated our Employee Code of Conduct and Whistleblowing Policies to include reference to Modem Slavery.

Equality impact assessments are also carried out on all HR related policies to ensure they promote equality of opportunity.

Finally, as an organisation we have been assessed as excellent under the Social Housing Equality Framework and are a Stonewall top 100 employer 2018 (ranked 47th), demonstrating our commitment to equality.

Due Diligence Processes in Relation to Slavery and Human Trafficking in our Business and Supply Chains As a group we are governed by the Public Contract Regulations 2015, which are underpinned by our Financial Regulations, incorporating a comprehensive supplier accreditation process. This includes, as appropriate, a supplier suitability or pre­ qualification questionnaire containing checks relating to a supplier’s economic and financial standing, as well as compliance with labour law. We have also updated our procurement documentation and introduced a Supplier Code of Conduct which sets out the standards, including those relating to Modern Slavery, expected from our suppliers when doing business with us.

In addition, our standard contract terms require our suppliers to adhere to all of our policies and rules, together with compliance at all times with the Law, including specifically the Modem Slavery Act, in the performance of the contract.

Parts of our Business where there is a risk of Slavery and Human Trafficking taking place, and the steps we have taken to assess and manage that risk.

We have analysed our third party spend and categorised the supply areas we think are most at risk of modern slavery. The areas we think that are most at risk are due to their relatively high level of spend and the lack of supply chain visibility below our tier one suppliers:• •

Supplies of white goods, small electrical and furniture items for NFS. Supplies of raw materials to manufacture beds for Palatine.

During 2016/17 we undertook the mapping of our NFS supply chain, securing the signed commitment to tackle Modern Slavery and action plan from our first-tier supplier. They in tum secured the same commitment from the majority of our secondtier suppliers. Going forward we continue to pursue any outstanding commitments and plan to undertake a similar exercise for the raw material suppliers to Palatine Beds.

Effectiveness in ensuring that slavery and human trafficking is not taking place in our business or supply chains We are confident that slavery and human trafficking is not taking place amongst our first-tier suppliers due to the due diligence processes that we currently have in place.

Whilst we cannot be as certain that slavery and human trafficking is not taking place further down our supply chains, since the introduction of our new policy and revised procedures, together with the work we have undertaken in conjunction with our NFS supply chain, we have had no reported instances of Modern Slavery.

Training about slavery and human trafficking available to staff Since 2016/17, Modem Slavery training has been incorporated into our Safeguarding Adults and Children Level 1 training, which is mandatory for all staff who may have to make a safeguarding alert. In addition, supplier guidance in relation to Modern Slavery has also been developed and made available on our website.

This Statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 and has been approved and published by the YHN Board and will be reviewed annually.

Signed:

Position:

Date:

Board 24 May 2018 (5pm to 7.05 pm) Present: J Boaden (Chair), R Clark, L Doherty, V Dunn, K Lowry, J McCarty, M Page, P Scope, and H Simpson.

In attendance: J Miller

Democratic Services, NCC

J Davison

Strategic Business Manager

T Drury

Managing Director

M Foreman

Customer Services Director

D Langhorne

Assets and Development Director

J Ritchie

Finance and Commercial Director

H Bell

Policy and Innovation Manager

A Senior

Head of Fairer Housing, NCC

623

Welcome and Apologies for Absence

Apologies were received from D Huddart.

624

Declaration of Interests

V Dunn declared an interest as a Member of Leazes Homes.

625

Chair’s Items

Change to Newcastle City Council Membership of Board The Chair reported that following the Council Annual meeting M Talbot was no longer a Member of Board. She asked that her thanks be noted to M Talbot for all her work on and support for Board which had been both helpful and informative be formally recorded. A Chisholm would replace M Talbot, he had worked in housing and was experienced in welfare reform issues.

626

Equality, Diversity and Inclusion Policy, Objectives and Strategy

J Davison introduced the report, and H Bell gave a presentation on YHN’s new Equality, Diversity and Inclusion (EDI) policy, objectives and strategy.

The following issues/comments/queries were raised in the debate: • •

• •

• •

The use of social media to promote the Ostara service was welcomed.

It was noted that HIVE was a method for getting messages from staff rather than for disseminating information to staff. However, if issues arose at staff forums HIVE could be used to pose a question to staff on the issue in order to obtain their views.

The staff diversity groups were a useful way to pick up staff issues and also customer issues of which staff were aware.

Once the new Business Strategy was approved at the Awayday it would be promoted to staff via planned engagement and communications, and there has been work begun to align all strategies, so they can all be meaningful to staff.

It was noted that YHN was one of the 20% of British organisations that had a gender pay gap that was positive to women, and this should be recognised as a great achievement.

The Customer Engagement and Insight Strategy would include work on surveying customers, with an emphasis on understanding customer satisfaction with a move to more real time/ transactional surveys. The Customer Service Committee were closely involved in this work.

RESOLVED – that the draft Equality, Diversity and Inclusion Policy and Strategy be approved.

627

Minutes of 20 March 2018

The minutes of the meeting held on 20 March 2018 were agreed as a correct record and signed by the Chair.

628

Matters arising and Action Log

Articles of Association P Scope declared an interest relating to the legal advice obtained from Wardhadaway in reviewing the Memorandum and Articles of Association.

J Davison advised that comment had been received from NCC on the Wardhadaway report. The revision of the Articles of Association would be circulated to Members by email with track changes to be used to enable Members to see the changes, and then a written resolution of the shareholder would formally amend the Articles.

ACTION. Work would then start on revising the governance handbook.

J Davison would bring a report to a future meeting on the processes for appointing Members and agreeing the accounts once the AGM ceases to be held.

GDPR J Davison reported that since the last meeting a large amount of work had been undertaken to ensure that YHN was GDPR compliant and gave the Board assurance that the organisation was implementing the appropriate measures to comply with the new regulations.

Both action logs were received and noted for information.

629

Board Forward Plan

The forward plan was received and noted for information.

630

Officer Delegated Decisions

The form was received and noted for information.

631

Date and Time of Next Meeting

The next meeting would be an Awayday on 19 June 2018, venue still to be confirmed. The next Board meeting is Tuesday 31 July 2018.

RESOLVED – that in accordance with the organisation’s Access to Information provisions, the press and public were excluded from the meeting during the consideration of all further agenda items.

………………………………………..

J Boaden Chair 31 July 2018

YHN Board Meeting, 24 May 2018 Action Log (Public) Minute ref.

628

Action required

By whom

Target date for completion

Current status

The revision of the Articles of Association to be circulated to members by email for written resolution.

Tracked changes to be used to enable members to see the changes.

Jill Davison

TBC

On-going

YHN Board Forward Plan 2018 AGM & Meeting 18 September 2018 Report Name

Purpose

Confidential? Report Author

Minutes of 19 September 2017

Decision

No

Company Secretary

2

Appointment of External Auditors

Decision

No

Company Secretary

3

Retirement & Appointment of Board Members

Decision

No

Company Secretary

4

Annual Accounts & Financial Statements

Decision

No

Company Secretary

Approval

No

Company Secretary

AGM 1

Board Meeting 5 Committee Membership 6

Universal Credit Update

Discussion

No

Customer Services Director

7

Assurances from Committees: • Finance and Performance 23rd August

Discussion

No

N/A

8

Assurances from subsidiaries: • Asfaleia Ltd. 26 July

Discussion

No

Customer Services Director

Discussion

Yes

Finance & Commercial Director

ABRI TRADING Abri Trading – Business Activity Update

1

Asfaleia Limited 1 May 2018 (5.00 - 7.35 pm) Present: S Bramwell (Chair) D Hall D Huddart H Simpson R Taylor In attendance:

79

H Bell

Policy and Business Support Officer

J Davison

Strategic Business Manager

A Dewar

Business Partnership Manager

M Foreman

Customer Service Director

H Neal

Assistant Director of Supported Services

B Joyce

Democratic Services

APOLOGIES FOR ABSENCE All members were present at the meeting.

80

DECLARATIONS OF INTERESTS There were no declarations of interest.

81

CHAIR'S ITEMS The Chair welcomed members and officers to the meeting and introductions were made.

All ‘Chair’s items’ were included as substantive items on the agenda.

82

MINUTES OF THE LAST MEETING DATED 6 FEBRUARY 2018 The minutes of the last meeting were agreed subject to a minor amendment and would be signed by the Chair following the correction.

2

83

ACTION LIST REVIEW The action log was received and noted.

The Vice Chair requested that all budget papers be copied to the Asfaleia Board members - ACTION RESOLVED – That budget papers be sent to Asfaleia Board members.

84

APPROACH TO EQUALITY AND DIVERSITY UPDATE H Bell presented the report which provided a progress update on the development of YHN’s new Equality, Diversity and Inclusion (EDI) Policy, Objectives & Strategy.

The consultation drafts were also attached for information and comment.

J Davison stated that this version of the EDI Policy had been presented to Asfaleia in advance of the YHN Board on 24 May. This was to ensure the policy was intrinsically linked to all work areas and was not just a ‘bolt on’.

Comments and points raised by Members: • It was noted that case law in this area was fast moving and that the policy and processes needed to be kept under constant review to ensure it was up to date.

• The previous strategy had been unwieldly; this version was much shorter, readable and was also on the website. As such, it was much more customer focussed.

• In response to a question about what was actually done with regard to ‘Working with other organisations’, H Bell advised that there was cross checking of organisations approach as well as questioning around Community Investment Fund issues.

• Gender pay gap data presented indicative findings.

• Although the customer base was not as diverse as some areas of London, it did reflect the communities and population of Newcastle.

• Members were informed that work was currently ongoing regarding the introduction of EU General Data Protection Regulation (GDPR) and the implications across services. The impact would be different for different services and further information would come back to Board in the future.

Where data could be held for legitimate reasons, for example, improving services for customers, a compliant way forward would be found.

• Following a question about how the organisation ensured it was ‘easy to do business with’, H Bell advised that staff training was developed from consultation with customers and identified gaps. It was considered that more could be done to enhance the process and make it relate back.

• Accurate data relating to Religion would be circulated to Members – Action.

• The Chair commented that the LGB stats in the public sector in general did not reflect the reality.

• The segmentation of the customer satisfaction survey results had raised some interesting issues.

3

85

FINANCE AND PERFORMANCE COMMITTEE Q3 UPDATE A Dewar introduced the update report which summarised the YHN Group’s financial and non-financial performance at the end of quarter three, including feedback given by the Finance and Performance Committee at a meeting in February 2018.

Overall the position was quite healthy although a deficit would be reported as predicted. Some benefits had been achieved from the transformational programme.

Comments and points raised by Members: • •

•

• •

•

•

•

Members again raised concerns around the timeliness of the finance and performance papers; Officers advised that work would take place in early summer to develop a more synchronised approach and timely meetings.

The Chair stated that the responsibility for service performance sat with the Board and not the Finance and Performance Committee. As the Board had ultimate responsibility, it had to be assured that it was seeing the right amount of information at the right level.

In response to a question about the HRA performance measures that goes to the YHN Board members were advised that the HRA Programme Board met quarterly to consider quantity, quality and outcomes as well as spend and would communicate satisfaction, or not, to the YHN Board.

Ultimately, the YHN Group Board held the Asfaleia Board to account.

Members considered that more local performance indicators for Asfaleia were needed. M Foreman confirmed that that Asfelaeia Board indicators and the indicators included in the Ostara report could be added to future performance reports but that the indicators should remain strategic and not operational. Members considered that it was important as directors to own their own indicators even through interconnectedness.

M Foreman stated that NCC had six overarching targets for Asfaleia which fed into the strategic targets for the city. The strategic approach delivered against 41 targets at the operational level. A basket of tools could be developed to measure against targets and delivery.

A Member stated that Asfaleia was delivering against a range of moving parts at the same time as moving to a greater customer focus. However, there wasn’t one homogenous group of customers which raised the issue of how this could be reflected. M Foreman responded that the committee system meant that committees could task each other to do specific pieces of work eg. Customer Service could undertake a distinctive piece of work to report back to the Asfaleia Board.

H Neal informed Board that the Action Plan for Ostara identified four new actions including a performance measure for customer experience. Work would be done to explore how best to record this.

Officers thanked Members for the comments, feedback and suggestions.

1

Finance and Performance Committee 15 May 2018 (5.00 - 6.03 pm) Present: M Page E Snaith R Taylor J McCarty

(In the Chair)

In Attendance: Tina Drury Jon Ritchie Stevie Howe Janet Howard

22

Managing Director Finance and Commercial Director Senior Accountant Democratic Services Officer

WELCOME AND INTRODUCTIONS The Chair welcomed everyone to the meeting and asked those present to introduce themselves.

23

APOLOGIES FOR ABSENCE Apologies were received from Councillor Talbot.

24

DECLARATIONS OF INTEREST None.

25

MINUTES OF THE LAST MEETING DATED 13 FEBRUARY 2018 RESOLVED – That the Committee considered the minutes of the meeting held on 13 February 2018 and approved them as a correct record.

26

ACTION LIST REVIEW J Ritchie (Finance and Commercial Director) introduced the action list. It was noted that the first item (detailed investigation to take place with a small number of tenants to identify what could be done to improve satisfaction levels) was ongoing, and that the second item (details of transformation and restructuring costs be shared with the Committee when available) was covered on this agenda.

2

27

FINANCE AND PERFORMANCE Q4 Submitted: Report of Finance and Commercial Director (previously circulated and copy attached to Official Records).

J Ritchie introduced the report, which set out the Group’s financial and non-financial performance at the end of quarter four, and gave a presentation highlighting the key points. The Committee’s attention was drawn to a £471k positive variance against budget in the Group Surplus before Transformation.

During discussion the following points were made.

Position by activity area •

There had not yet been any income from Q-bot as it had taken longer than planned to commence rollout, but marketing of the service was now underway.

Restructuring cost analysis • • •

•

•

•

At the height of the restructuring programme the number of staff vacancies had peaked at round 60-70, but that the numbers had decreased as the new structures were populated.

Vacancies had often been covered using pool staff on flexible contracts, and by existing staff taking on additional hours.

Redundancy costs were accounted for where it was known that staff would be leaving, even if they had not actually left YHN. The vast majority of staff who were leaving were doing so voluntarily, but there some compulsory redundancies.

Whilst there were some individual redundancies where the payback period was more than two years, when taken at a service or directorate level the maximum payback period was 1.3 years, so well within the required parameters.

Restructuring of the Finance directorate had been completed, along with the majority of Assets and Development apart from the concierge service. Within Customer Services, the management tier had been completed but frontline services were still to be done. In terms of overall cost across all directorates, the majority of costs were now known. Committee members were reminded that the Board, in March 2018, agreed an additional restructuring budget of £500k.

Officers were confident that the provision made for voluntary redundancies was sufficient at the year-end.

YHN (ALMO) Performance •

•

Spending on Repairs and Maintenance continued to be over budget, but the percentage of overspend had narrowed in the latter part of the year. Voids spend, the main area of overspend, had reduced from being 21% over budget at Q3 to 15% over budget at Q4.

Performance on Repairs and Maintenance satisfaction was median average when compared to peers. It was agreed that officers would provide further

3

•

information on the reasons for dissatisfaction to the YHN Board. It was noted that there was a very positive result in terms of satisfaction with gas servicing performance.

Despite the KPIs being missed for the year, performance on void rent loss was considered to be good compared to peers within Tyne and Wear, and more information about performance against peers would be available at the YHN Board meeting.

Asfaleia Performance • • • •

There was an improving trajectory on the void rent loss from sheltered housing.

Performance against the apprenticeships target was a positive result.

Performance against sustaining tenancies was an outstanding achievement under the circumstances, and this should be publicised. It was agreed that officers would take this suggestion back to the executive.

R Taylor requested that additional financial information be included in future reports on Asfaleia. J Ritchie explained that for the advice and support aspects of Asfaleia, the financial information was best set out at an overall group level, due to the sub-contract arrangement in place. However, it was agreed that additional financial information on Ostara performance could be included in future performance reports to this Committee and that a summary should be provided to Asfaleia Board and to the YHN Board.

Abri Performance •

It had been a difficult year, but there had been an upturn since the lifting of the threat around HRA.

Other Performance •

There had been a continued improving trend in sickness absences, following efforts to do more to keep staff healthy and to get people back to work quicker following absences. There was not yet an agreed target for sickness absence – as it had previously been quite high it had been agreed to just focus on getting the numbers down initially.

Complaints • • •

•

Some remedy payments were being captured as complaints and shouldn’t be.

The number of voucher transactions was going up but the average value of the vouchers issued was not.

Some analysis was needed as to whether some service areas were issuing more remedy payments than others and if so why, in order to prevent issues from occurring again. Committee requested that this analysis be brought to them once completed.

There was some concern from Committee that issuing of remedy payments could become an industry in and of itself, whereas most customers would be satisfied with an apology. Officers advised that over half of the spend in

4

remedy payments was in the form of rent transfers, but that there was a need to be sure this was not out of kilter.

Employee relations casework •

There had been significant improvement.

The Chair congratulated officers on their achievements over the past year.

RESOLVED – That:

28

i.

The Committee agreed the recommendations set out in the report;

ii.

Performance indicators for Ostara to be included in future performance reports.

EXCLUSION OF PRESS AND PUBLIC RESOLVED – that in accordance with the organisation’s Access to Information provisions, the press and public were excluded from the meeting during the consideration of agenda item 8 (Confidential Minutes of the last meeting dated 13 February 2018).

29

CONFIDENTIAL MINUTES OF THE LAST MEETING DATED 13 FEBRUARY 2018 RESOLVED – That the Committee considered the confidential minutes of the meeting held on 13 February 2018 and approved them as a correct record.

30

FORWARD PLAN 2018 Submitted: Report of Finance and Commercial Director (previously circulated and a copy attached to Official Records) setting out the proposed scheduled of business for the Committee across 2018.

RESOLVED – That the Forward Plan be approved.

31

ANY OTHER BUSINESS None.

32

DATE AND TIME OF NEXT MEETING Tuesday 14 August 2018, 5.00-7.00pm.

1

Customer Service Committee 19 June 2018 (5.00 - 6.10 pm) Present: L Doherty J Greenwood F Lisassi L Popoviciu G Spoor

(In the Chair)

In Attendance: M Foreman J Davison L Grogan L Dawson D Atkinson B Joyce

24

Customer Services Director Strategic Business Manager Customer Involvement Officer Digital Inclusion Officer Digital Inclusion Volunteer Democratic Services

WELCOME AND INTRODUCTIONS Jackie Greenwood, Vice Chair of the Customer Service Committee, opened the meeting.

25

APOLOGIES FOR ABSENCE Apologies were received from Leigh Burnarde, Zara St Clair, Magdalena Cygan, Ashleigh Fullwood and Tony Moore.

26

DECLARATIONS OF INTERESTS None.

27

MINUTES OF THE LAST MEETING HELD ON 15 MARCH 2018 The minutes of the meeting held on 15 March 2018 were agreed as a correct record.

28

ACTION LIST FROM LAST MEETING RESOLVED – that the action list be noted.

2

29

DIGITAL CHAMPIONS - PRESENTATION Lisa Dawson (Digital Inclusion Officer for YHN and Newcastle City Council) gave a presentation to the Committee on the ‘Get Online Newcastle’ project which delivered digital support activities to all residents of the city. David Atkinson (Digital Inclusion Volunteer) also contributed to the presentation and question and answer session.

Comments, questions and points raised by Members • • • • • • • • • • • •

30

In accordance with the agreement with the first tranche of volunteers, three people continued to be paid travel expenses for their work.

There were currently 19 volunteers with an eclectic range of language skills and there had been over 2000 volunteer hours to date.

Digital inclusion was also social inclusion and helped to build self-esteem as well as friendships.

The course was one day per week, for 2.5 hours, for eight weeks with a different element of learning each week; for example, online money management.

Details of all courses were available from the YHN website at the “What’s happening at YHN?” section.

There was a new online newsletter with links and also a new Facebook page.

Attendees would be sent the electronic presentation and were encouraged to ‘like’ the Facebook page.

Committee Members were also encouraged to sign up for the Techy Tea Parties at the City Library.

Much more activity was planned going forward.

The project had been a great success due to the dedication and commitment of the volunteers.

It was suggested that committee members should sign up for classes to get first-hand knowledge of the customer experience.

Members acknowledged there was a line between carrying out the formal role of a committee member and capturing the customer experience.

Classes were held in the City Library and funded via Newcastle City Council, YHN and the Department for Work and Pensions.

FORWARD PLANNING - DISCUSSION M Foreman advised that the purpose of this discussion was for committee members to consider what they would like to get involved in and how they would feed back to officers. There were two things to think about; members could take a ‘just do it’ approach without over thinking it and also look further forward at future activity.

L Doherty mentioned that it had been previously suggested that members could go into hubs etc. and attend events in pairs in advance of the next meeting on 26 September. Officers could identify themes from events to focus on for future attention. A programme of up and coming events could be used to identify what was already arranged. An annual programme of events would allow members to take a broader view of what was going on and attendance could be planned in advance.

L Burnarde had previously talked about going into the library and/or hubs (but not for specific events) to talk to customers about their experiences.

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Officers agreed that it would be interesting to get feedback from hubs and that they could help with plotting a forward plan.

L Grogan suggested not visiting hubs near the area where members lived to avoid any potential conflicts of interest. She also advised that the team was getting a new manager who would be looking at the work plan and that it would be shared with members.

L Grogan suggested she could coordinate visits to the hubs to ensure that staff based in the hubs were aware of the visits and for safeguarding purposes. ACTION – L Grogan At the Board awayday T Drury (YHN managing Director) had touched on marketing the Customer Service Committee to customers.

The next edition of the Homes & People newsletter was due to be published and circulated in July. It was proposed that an article along the lines of, “We are the Customer Service Committee – come and talk to us”, would be a useful tool to engage with customers. ACTION – L Grogan The Newcastle Pride event was scheduled for 20 – 22 July and the Newcastle Mela would be held on 26 – 27 August 2018. Both of these events offered Members the opportunity to get more diverse views.

Members asked if there was anything that they could be commissioned to do. M Foreman stated that hub visits would be helpful. Another area where it could be useful to collect views would be on services received for customers in tower blocks.

The issue of the allocations policy and the fact that some older people were too frightened to go out was raised by the group. Members considered that consideration was needed into whether tenancies were still suitable for some people. It was possible that multi-purpose blocks were no longer appropriate. Part of this conversation was around appropriate aspects of behaviour.

One role of the Customer Service Committee was to help explain to customers how YHN decisions and policies impacted on them.

The recent consultation regarding a review of the concierge service had finished but feedback from it would be shared. There was some discussion about the consultation and perceived problems with engagement. Members were informed that over 600 responses had been received from a range of options available to feedback, although it was acknowledged that some consultation methods had been quieter. L Grogan confirmed that no decision had yet been taken about what the service would look like in the future and the original questions to customers had been “what do you want from this service”. There might be an opportunity down the line to get involved with the work around the concierge service.

M Foreman said that it would be good to start with the hubs; pop up banners would be ordered to promote what members were doing and this would be a good starting point to ease out into the process. ACTION – L Grogan

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Small wins would get reported back and hopefully have a knock-on effect going forward; these could be learnt from to steer the committee in the direction that customers wanted it to go.

An article in Homes & People would help promote the work of the committee to greater customer numbers. L Docherty informed attendees that she had originally got involved with the YHN Board via an article in Homes & People. She suggested that perhaps a profile article on a committee member could attract other people who’d like to get involved. ACTION – L Grogan It was suggested that a glossary of terms could be helpful to define terms such as ‘hub’ and ‘BME’. ACTION – L Grogan The term hub was used to describe housing offices which provided housing services and offered some council and library services. Black and minority ethnic was commonly abbreviated to BME and referred to members of non-white communities in the UK. At the conclusion of the session there were several ways to start committee member activities including drawing up an events calendar, arranging hub visits, articles for the Homes & people newsletter, organising some promotional materials and talking to tenancy and estates staff and the City Council’s communities team. ACTION – L Grogan M Foreman thanked members of the committee for their contributions to the discussion. He also said that the earlier session with the YHN Board had gone really well and that the Board was very supportive about the work of members going forward.

31

DATE OF NEXT MEETING 27 September 2018

1

Group Audit and Risk Committee 10 July 2018 (5.00 - 6.15 pm) Present: K Lowry

(In the Chair)

P Scope S Bramwell

In Attendance: T Drury J Ritchie I Gallagher H Neal C Patterson

- Managing Director, YHN - Finance and Commercial Director, YHN - Assistant Director Operational Property Services, YHN - Customer Services Director, YHN - Democratic Services Officer, NCC

H Neal in attendance for Minute 48 I Gallagher in attendance for Minute 52 YHN (Your Homes Newcastle) NCC (Newcastle City Council) 42

APOLOGIES FOR ABSENCE Apologies for absence was received from R Clark and V Dunn.

43

DECLARATIONS OF INTERESTS None

44

PUBLIC MINUTES OF THE PREVIOUS MEETING HELD ON 30 APRIL 2018 RESOLVED – That the public Minutes of the previous meeting held on 30 April 2018 were agreed as a correct record and signed by the Chair.

45

ACTION LIST REVIEW The committee reviewed the action list and on a point of clarification it was reported that the Police were continuing with their investigation around Palatine.

RESOLVED – That the action list be received, and the information noted.

2

46

RECOMMENDATION TO YHN BOARD ON APPROVAL OF ANNUAL ACCOUNTS, INCLUDING GOING CONCERN LETTER AND EXTERNAL AUDITORS MANAGEMENT LETTER Submitted: Report by Finance and Commercial Director (previously circulated and a copy attached to official minutes).

J Ritchie introduced the report, highlighting key points of the Annual Accounts for the financial year ended 31 March 2018 for YHN Company and Group (Appendix 1); Abri Trading Ltd (Appendix 2); and Asfaleia Ltd (Appendix 3). He advised the committee that the accounts were near to final, which at the time of issuing, were undergoing final checks. The accounts were supplemented by the 3 audit opinions (Appendix 7), which he explained would be inserted into the final set of accounts.

C Mulley summarised the preliminary audit conclusions undertaken by Ernest & Young LLP (EY) in relation to the consolidated financial position and results of operations for 2018. She reported on the findings relating to the areas of audit emphasis; their views on accounting policies and judgements and the internal control findings.

Clarification was provided on the loss of profit on ordinary activities before taxation (£4,539,000) in the group statement of comprehensive income; the pension deficit (£25,540,000) and the loan to NCC (£6,500,000).

The committee was informed that the Chair had raised some concern with the language used to describe YHN performance against the key performance indicators (KPIs) and the key management personnel re: the number of Board Members. In addition, he had sought clarification about the disposal of write offs (£3,639,000) within tangible assets. J Ritchie agreed to amend the wording in the accounts in line with the comments and provided committee further details about the write offs.

At this point in the meeting, YHN officers left the meeting to enable a private discussion to be held between the committee and C Mulley, EY. The committee noted that the issues and concerns and the potential changes to be processed e.g. minor residual audit tests and HMRC considering the latest taxation position.

The Chair thanked everyone for the efforts and hard work.

RESOLVED – That subject to the minor amendments as detailed above, Group Audit and Risk Committee: (i)

Recommended to the relevant Boards for approval the following items: • The Directors’ Reports; • The Strategic Reports; • The financial statements and notes; • The letters of representation; and • The going concern assessment.

YHN Board 31 July 2018 Delegated Decisions – Schedule of non-confidential Delegated Decisions taken between 08th May 2018 and 18th July 2018 Directorate/ No. Delegated Scheme Officer

1

David Langhorne Assets & Development

2

David Langhorne Assets & Development

SEC0002 Replacement ICLS and communal doorsIncreased Cost Request

CDM Principal Designer Services

Cost/ Budget provision

Units Contractor

Wards

Additional funding of £49,824.52 added to £200,965 from Lifecycles.

-The cost of the works was agreed by YHN Officer at 240 £250k but incorrectly inputted in the original DD. A new DD has been submitted to allow owed monies to be paid to Contractor.

Funding of £108,469.80 from New Build & New Housing.

Bamford Ltd

Citywide

500

SummersInman

Citywide

159

Aura Newcastle Ltd

Elswick

-To meet our legal requirements under CDM 2015 Funding of £15,570.54 from Communals.

3

David Langhorne Assets & Development

Cruddas Park House Feasibility Study

-Feasibility Study to assess the implication of the proposed refurbishment and heating system replacement upon residents in situ.

4

David Langhorne Assets & Development

Funding of £609,500.00 from Communals.

Allendale House Sheltered - Communal -Phase 2: Further planned refurbishment at Allendale Upgrade/Refurbishment Road Sheltered House

45

Kier

Byker

933

Springs Roofing Ltd

Citywide

0

XMA

Citywide

1

HLS

Elswick

21

HLS

Byker

1

BCE

Benwell & Scotswood

Additional funding of £969,729.07 added to £4,447,336.00 from Lifecycle (Maintaining Decency).

5

David Langhorne Assets & Development

RF0019 2017/18 Roofing Programme (NEP Tender)

6

Jon Richie – Finance & Commercial

PC and Monitor Replacement

7

David Langhorne Assets & Development

PB22 Summerhill Park

8

David Langhorne Assets & Development

PB12 Scarborough Court

9

David Langhorne Assets & Development

-To cover the additional structural works required at Buddle Road (following roof collapse) and two identified urgent replacements at Hexham Avenue estate (116 properties) and Dunira House (31 properties)

Funding of £96,500 from YHN Revenue

Funding of £17,203.80 from Participatory Budget -Replace existing footpath and improve lighting at park Funding of £17,164.11 from Participatory Budget -Remove brick planters that currently attract anti-social behaviour Funding of £ £90,100.00 from Regeneration – General Needs.

Bentinck Community House Conversion

-Conversion of the old community building to a six bedroom, 2 bathroom dwelling

10

David Langhorne Assets & Development

11

David Langhorne Assets & Development

12

David Langhorne Assets & Development

13

David Langhorne Assets & Development

14

David Langhorne Assets & Development

Belvedere and Conewood Houses Removal of asbestos Church Walk Regeneration Relocation of electric services to allow demolition of existing substation and Wolf Centre Environmental ProgrammeProcurement of Architects/ QS for Tender information

Funding of £41,427.98 from Regeneration – Sheltered Housing -To remove asbestos prior to main remodelling project commencing

44

Rhodar Ltd

Byker & Fawdon

0

Northern Powergrid

Walker

433

Colour Urban Design

Walker & Walkergate

30

Engie

Shieldfield

592

Hardall International Ltd

Citywide

Funding of £33,090 from HRA Revenue -As part of the wider Church Walk Regeneration scheme

Funding of £24,051.40 from Environmentals -To assist in preparation of Tender information for the Central Walker & Daisy Hill Environmental projects Additional funding of £ 110,147.55 added to £2,692,893.70 from Regeneration – Sheltered Housing

Shield Court Remodelling

-Previous DD did not include cost of ‘reminiscence area’ nor include required YHN fees Funding of £85,383.00 from Standard Housing Investment – Health & Safety

Stage 2 Bin Chute Renewals

-To include urgent priorities recently identified by Compliance Officer at Molineux and Grafton House

15

Matt Foreman – Customer Services

Call-to-Collect, Automated dialling procurement 2018-23

Funding of £550,000 from YHN Revenue

0

Voicescape Limited (Housing Contact)

Citywide

0

IWS/HSL

Citywide

383

Opus Building Services Ltd

Elswick

253

BCE

Citywide

52

BCE

Citywide

Additional funding of £50,000 added to £100,341.69 from HRA Revenue 16

David Langhorne Assets & Development

17

David Langhorne Assets & Development

18

David Langhorne Assets & Development

19

David Langhorne Assets & Development

Water Hygiene Services

- Unforeseen costs for replacement of water dosing equipment, remedial works following water hygiene risk assessments and new stock being added to the contract.

Funding of £1,392,442.18 from Standard Housing Investment – Health & Safety

Riverside Dene Secondary heating pipework replacement

INT0024 Bathroom Replacement Scheme

-To replace heating system on the 5 blocks.

Leasehold block at Cedars to be paid through Housing General Fund Funding of £746,457.58 from Lifecycle (Maintaining Decency) -Allocation for 2018/19 waiting list Funding of £251,445.31 from Lifecycle (Maintaining Decency)

INT0023 Kitchen Replacement Programme

-Allocation for 2018/19 waiting list

Additional funding of £1,827,946.12 added to £3,972,053.88 from Lifecycle (Maintaining Decency)

20

David Langhorne Assets & Development

WD0026 Citywide Window & Doors Replacement

-Due to significant additional lintels, render repairs and wall tie reinstatement works at Throckley and St. Anthonys estates, the anticipated spend of £3.9m will be achieved by Nov 2018 earlier than the anticipated original completion date of March 2019.

To maintain continuity of works and complete allocated 1109 projects, this is bringing funding forward from the 19/20 allocation into 18/19.

Straightline

Citywide

Open View

Citywide

The conditions of the Contract allow works to be allocated (subject to performance) up to £9m.This therefore is budget reprofiling and not an increase to the overall financial provision of the Contract.

21

Jon Richie – Finance & Commercial

Sage building fire detection, access control and CCTV systems

Funding of £93,584.29 from Improving Customer Services

1